EXHIBIT 10.13
LOCK-UP AGREEMENT
-----------------
February 27, 1999
EBI Securities Corporation
0000 X. Xxxxxxxx Xxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
The undersigned understands that EBI Securities Corporation (the
"Representative") proposes to enter into an Underwriting Agreement with
Xxxxxxxxxx.xxx, Inc., a Delaware corporation (the "Company"), providing for the
public offering of shares of Common Stock of the Company (the "Securities")
pursuant to a Registration Statement on Form SB-2 (the "Registration Statement")
filed with the Securities and Exchange Commission.
In consideration of the agreement by the Representative to offer and sell
the Securities pursuant to the public offering, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees that he, she or it will not, directly or indirectly, for a
period of 12 months following the date of the Prospectus relating to the public
offering of the Securities, sell, offer to sell, contract to sell, grant any
option for the sale of, grant any security interest in, pledge, margin,
hypothecate, or otherwise sell or dispose of any of the Common Stock, or any
options or warrants to purchase any Common Stock, or any securities convertible
into or exchangeable for Common Stock, or any interest in such securities or
rights, owned directly by the undersigned or with respect to which the
undersigned has the power of disposition, in any such case whether now owned or
hereafter acquired at any time prior to the Effective Date of the Registration
Statement, other than (i) as a bona fide gift or gifts, provided that the
undersigned provides prior written notice of such gift or gifts to the
Representative and the donee or donees thereof agree to be bound by the
restrictions set forth herein or (ii) with the prior written consent of EBI
Securities Corporation. The undersigned also agrees and consents to the entry
of stop transfer instructions with the Company's transfer agent and registrar
against the transfer of any of the Common Stock held by the undersigned except
in compliance with the foregoing restrictions. EBI Securities Corporation may
in its sole discretion without notice, release all or any portion of the
securities subject to this Lock-Up Agreement or any similar agreement executed
by any other security holder, and if EBI Securities Corporation releases any
securities of any other security holder, securities of the undersigned shall not
be entitled to release from this Lock-Up Agreement.
In the event that the undersigned owns no Common Stock of the Company at
the date hereof or prior to the Effective Date, but has the right to acquire
Common Stock of the Company pursuant to options or warrants, and if the
undersigned exercises such options or warrants prior to the expiration of the 12
month period commencing on the Effective Date, he, she or it agrees that the
Common Stock purchased on such exercise of options or warrants will be subject
to the terms of this Lock-Up Agreement for the remaining portion of such 12
month period which commenced on the Effective Date. In addition, the
undersigned agrees that he, she or it will not sell, pledge, margin,
hypothecate or otherwise dispose of such Common Stock pursuant to the
EBI Securities Corporation
February 25, 1999
Page 2
exemption afforded by Rule 701 under the Securities Act of 1933, as amended,
during such 12 month period without the prior written consent of the
Representative.
The undersigned further agrees that he, she or it shall not enter into any
swap or other arrangement that transfers all or a portion of the economic
consequences associated with the ownership of any Common Stock owned by the
undersigned at the date hereof, or that the undersigned obtains ownership of
during the 12 month period commencing on the Effective Date (regardless of
whether any of the transactions are to be settled by the delivery of Common
Stock, other securities, cash or otherwise), for a period of 12 months from the
Effective Date without the prior written consent of EBI Securities Corporation.
The undersigned further agrees that all of the rights, authority and
preemptive provisions granted to the Representative pursuant to this Lock-Up
Agreement may be transferred by the Representative to any other NASD member firm
that participates in the proposed public offering of the Company's securities.
The undersigned understands that the Company and the Representative will
undertake the public offering in reliance upon this Lock-Up Agreement.
Very truly yours,
By:
Print Name:
----------------------
LOCK-UP AGREEMENT
-----------------
March 12, 1999
EBI Securities Corporation
0000 X. Xxxxxxxx Xxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
The undersigned understands that EBI Securities Corporation (the
"Representative") proposes to enter into an Underwriting Agreement with
Xxxxxxxxxx.xxx, Inc., a Delaware corporation (the "Company"), providing for the
public offering of shares of common stock of the Company (the "Securities")
pursuant to a Registration Statement on Form SB-2 (the "Registration Statement")
filed with the Securities and Exchange Commission.
In consideration of the agreement by the Representative to offer and sell
the Securities pursuant to the public offering, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees that she will not, directly or indirectly, sell, offer to
sell, contract to sell, grant any option for the sale of, grant any security
interest in, pledge, margin, hypothecate, or otherwise sell or dispose of the
following shares of the Company's preferred stock (the "Locked-Up Shares") or
any other Restricted Securities during the Lock-Up Period:
Certificate #201 - 6,250 shares
Certificate #202 - 6,250 shares
Certificate #203 - 6,250 shares
Certificate #204 - 6,250 shares
The "Lock-Up Period" shall be the period beginning on the date hereof and ending
at the earliest of:
(i) the date that the holders of the 8% Convertible Preferred Stock
(sold pursuant to a private placement memorandum dated August 17,
1997) as an entire group can publicly sell their shares; or
(ii) 7 months following the date of the Prospectus relating to the
public offering of the Securities.
The "Locked-Up Shares" shall include any securities convertible into or
exchangeable for the Locked-Up Shares, or any interest in such securities or
rights, owned directly by the undersigned or with respect to which the
undersigned has the power of disposition, at any time prior to the effective
date of the Registration Statement.
EBI Securities Corporation
March 12, 1999
Page 2
The "Restricted Securities" shall be any of the Company's common stock (the
"Common Stock"), or any options or warrants to purchase any Common Stock, or any
securities convertible into or exchangeable for Common Stock, or any interest in
such securities or rights, owned directly by the undersigned or with respect to
which the undersigned has the power of disposition, in any such case whether now
owned or hereafter acquired at any time prior to the effective date of the
Registration Statement, except any subsequently acquired Restricted Securities
that are otherwise subject to lock-up restrictions shall be subject to such
restrictions.
Notwithstanding anything in the foregoing paragraph to the contrary, the
undersigned may sell, transfer, or otherwise dispose of any Locked-Up Shares in
the following manner:
(i) as a bona fide gift or gifts, provided that the undersigned
provides prior written notice of such gift or gifts to the
Representative and the donee or donees thereof agree to be bound by
the restrictions set forth herein; or
(ii) with the prior written consent of the Representative.
In addition, 25% of the Locked-Up Shares shall be released from the restrictions
of this agreement in each of the 4th, 5th, 6th, and 7th months of the Lock-Up
Period following the date of the Prospectus relating to the public offering of
the Securities, provided any sale or other transfer of such Locked-Up Shares
prior to the end of the Lock-Up Period is executed through the Representative.
The undersigned also agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent and registrar against the
transfer of any of the Restricted Securities held by the undersigned except in
compliance with the foregoing restrictions. The Representative may in its sole
discretion without notice, release all or any portion of the securities subject
to this Lock-Up Agreement or any similar agreement executed by any other
security holder, and if the Representative releases any securities of any other
security holder, securities of the undersigned shall not be entitled to release
from this Lock-Up Agreement.
Notwithstanding the above, if the Representative releases any shares of the
Common Stock from this Agreement or any similar agreement, the number of
undersigned's locked-up shares that shall be released shall be the percentage
determined by dividing the released shares by the total number of shares locked-
up immediately prior to the release. The number of shares released shall be
rounded to the closest even number. For example, assume:
4,500,000 shares are locked-up;
Shareholder X is the owner of 35,555 shares of Common Stock; and
the Representative agrees to releases 450,000 shares.
EBI Securities Corporation
March 12, 1999
Page 3
Ten percent (10%) of the total amount of shares and options are being released
(450,000 released divided by 4,500,000 outstanding immediately prior to the
release). As a result, ten percent (10%) or 3,555.5 of Shareholder X's 35,555
shares will be released. Since 3,555.5 is not an even number, the amount of
Shareholder X's released shares will be rounded to 3,555 shares.
In the event that the undersigned owns no Common Stock of the Company at
the date hereof or prior to the Effective Date, but has the right to acquire
Common Stock of the Company pursuant to options or warrants, and if the
undersigned exercises such options or warrants prior to the expiration of the
Lock-Up Period commencing on the Effective Date, she agrees that the Common
Stock purchased on such exercise of options or warrants will be subject to the
terms of this Lock-Up Agreement for the remaining portion of such Lock-Up
Period. In addition, the undersigned agrees that she will not sell, pledge,
margin, hypothecate or otherwise dispose of such Common Stock pursuant to the
exemption afforded by Rule 701 under the Securities Act of 1933, as amended,
during such Lock-Up Period without the prior written consent of the
Representative.
The undersigned further agrees that she shall not enter into any swap or
other arrangement that transfers all or a portion of the economic consequences
associated with the ownership of any Common Stock owned by the undersigned at
the date hereof, or that the undersigned obtains ownership of during the Lock-Up
Period (regardless of whether any of the transactions are to be settled by the
delivery of Common Stock, other securities, cash or otherwise), for the Lock-Up
Period without the prior written consent of EBI Securities Corporation.
The undersigned further agrees that all of the rights, authority and
preemptive provisions granted to the Representative pursuant to this Lock-Up
Agreement may be transferred by the Representative to any other NASD member firm
that participates in the proposed public offering of the Company's securities.
The undersigned understands that the Company and the Representative will
undertake the public offering in reliance upon this Lock-Up Agreement.
Very truly yours,
------------------------------------
Xxxxx X. Xxxxxxxxx
LOCK-UP AGREEMENT
-----------------
March 12, 1999
EBI Securities Corporation
0000 X. Xxxxxxxx Xxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
The undersigned understands that EBI Securities Corporation (the
"Representative") proposes to enter into an Underwriting Agreement with
Xxxxxxxxxx.xxx, Inc., a Delaware corporation (the "Company"), providing for the
public offering of shares of common stock of the Company (the "Securities")
pursuant to a Registration Statement on Form SB-2 (the "Registration Statement")
filed with the Securities and Exchange Commission.
In consideration of the agreement by the Representative to offer and sell
the Securities pursuant to the public offering, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees that he will not, directly or indirectly, sell, offer to
sell, contract to sell, grant any option for the sale of, grant any security
interest in, pledge, margin, hypothecate, or otherwise sell or dispose of any
Restricted Securities during the Lock-Up Period.
The "Lock-Up Period" shall be the period beginning on the date hereof and ending
at the earliest of:
(i) the date that the holders of the 8% Convertible Preferred Stock
(sold pursuant to a private placement memorandum dated August 17,
1997) as an entire group can publicly sell their shares; or
(ii) 12 months following the date of the Prospectus relating to the
public offering of the Securities.
The "Restricted Securities" shall be any of the Company's common stock (the
"Common Stock"), or any options or warrants to purchase any Common Stock, or any
securities convertible into or exchangeable for Common Stock, or any interest in
such securities or rights, owned directly by the undersigned or with respect to
which the undersigned has the power of disposition, in any such case whether now
owned or hereafter acquired at any time prior to the effective date of the
Registration Statement.
Notwithstanding anything in the foregoing paragraph to the contrary, the
undersigned may sell, transfer, or otherwise dispose of any Restricted
Securities in the following manner:
EBI Securities Corporation
March 12, 1999
Page 2
(i) as a bona fide gift or gifts, provided that the undersigned
provides prior written notice of such gift or gifts to the
Representative and the donee or donees thereof agree to be bound by
the restrictions set forth herein; or
(ii) with the prior written consent of the Representative.
In addition, 2,500 shares of the Common Stock shall be released from the
restrictions of this agreement in each of the 4th, 5th, 6th, and 7th months of
the Lock-Up Period following the date of the Prospectus relating to the public
offering of the Securities, provided any sale or other transfer of such
Restricted Securities prior to the end of the Lock-Up Period is executed through
the Representative. If the Company shall at any time subdivide its outstanding
shares of Common Stock by recapitalization, reclassification or split-up
thereof, or if the Company shall declare a stock dividend or distribute shares
of Common Stock to its stockholders, the number of shares of Common Stock
subject to this release immediately prior to such subdivision shall be
proportionately increased, and if the Company shall at any time combine the
outstanding shares of Common Stock by recapitalization, reclassification or
combination thereof, the number of shares of Common Stock subject to this
release immediately prior to such combination shall be proportionately
decreased. Any such adjustment shall be effective at the close of business on
the effective date of such subdivision or combination or if any adjustment is
the result of a stock dividend or distribution then the effective date for such
adjustment based thereon shall be the record date therefor.
The undersigned also agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent and registrar against the
transfer of any of the Restricted Securities held by the undersigned except in
compliance with the foregoing restrictions. The Representative may in its sole
discretion without notice, release all or any portion of the securities subject
to this Lock-Up Agreement or any similar agreement executed by any other
security holder, and if the Representative releases any securities of any other
security holder, securities of the undersigned shall not be entitled to release
from this Lock-Up Agreement.
Notwithstanding the above, if the Representative releases any shares of the
Common Stock from this Agreement or any similar agreement, the number of
undersigned's locked-up shares that shall be released shall be the percentage
determined by dividing the released shares by the total number of shares locked-
up immediately prior to the release. The number of shares released shall be
rounded to the closest even number. For example, assume:
4,500,000 shares are locked-up;
Shareholder X is the owner of 35,555 shares of Common Stock; and
the Representative agrees to releases 450,000 shares.
EBI Securities Corporation
March 12, 1999
Page 3
Ten percent (10%) of the total amount of shares and options are being released
(450,000 released divided by 4,500,000 outstanding immediately prior to the
release). As a result, ten percent (10%) or 3,555.5 of Shareholder X's 35,555
shares will be released. Since 3,555.5 is not an even number, the amount of
Shareholder X's released shares will be rounded to 3,555 shares.
In the event that the undersigned owns no Common Stock of the Company at
the date hereof or prior to the Effective Date, but has the right to acquire
Common Stock of the Company pursuant to options or warrants, and if the
undersigned exercises such options or warrants prior to the expiration of the
Lock-Up Period commencing on the Effective Date, she agrees that the Common
Stock purchased on such exercise of options or warrants will be subject to the
terms of this Lock-Up Agreement for the remaining portion of such Lock-Up
Period. In addition, the undersigned agrees that she will not sell, pledge,
margin, hypothecate or otherwise dispose of such Common Stock pursuant to the
exemption afforded by Rule 701 under the Securities Act of 1933, as amended,
during such Lock-Up Period without the prior written consent of the
Representative.
The undersigned further agrees that she shall not enter into any swap or
other arrangement that transfers all or a portion of the economic consequences
associated with the ownership of any Common Stock owned by the undersigned at
the date hereof, or that the undersigned obtains ownership of during the Lock-Up
Period (regardless of whether any of the transactions are to be settled by the
delivery of Common Stock, other securities, cash or otherwise), for the Lock-Up
Period without the prior written consent of EBI Securities Corporation.
The undersigned further agrees that all of the rights, authority and
preemptive provisions granted to the Representative pursuant to this Lock-Up
Agreement may be transferred by the Representative to any other NASD member firm
that participates in the proposed public offering of the Company's securities.
The undersigned understands that the Company and the Representative will
undertake the public offering in reliance upon this Lock-Up Agreement.
Very truly yours,
-----------------------------------
Xxx Xxxxx
LOCK-UP AGREEMENT
-----------------
March 19, 1999
EBI Securities Corporation
0000 X. Xxxxxxxx Xxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
The undersigned understands that EBI Securities Corporation (the
"Representative") proposes to enter into an Underwriting Agreement with
Xxxxxxxxxx.xxx, Inc., a Delaware corporation (the "Company"), providing for the
public offering of shares of Common Stock of the Company (the "Securities")
pursuant to a Registration Statement on Form SB-2 (the "Registration Statement")
filed with the Securities and Exchange Commission.
In consideration of the agreement by the Representative to offer and sell
the Securities pursuant to the public offering, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees that he, she or it will not, directly or indirectly, for a
period of time (the "Lock-Up Period") ending at the earliest of:
(i) the date that the holders of the 8% Convertible Preferred Stock
(sold pursuant to a private placement memorandum dated August 17,
1998) as an entire group can publicly sell their shares; or
(ii) 12 months following the date of the Prospectus relating to the
public offering of the Securities;
sell, offer to sell, contract to sell, grant any option for the sale of, grant
any security interest in, pledge, margin, hypothecate, or otherwise sell or
dispose of any of the Common Stock, or any options or warrants to purchase any
Common Stock, or any securities convertible into or exchangeable for Common
Stock, or any interest in such securities or rights, owned directly by the
undersigned or with respect to which the undersigned has the power of
disposition, in any such case whether now owned or hereafter acquired at any
time prior to the Effective Date of the Registration Statement, other than (i)
as a bona fide gift or gifts, provided that the undersigned provides prior
written notice of such gift or gifts to the Representative and the donee or
donees thereof agree to be bound by the restrictions set forth herein or (ii)
with the prior written consent of EBI Securities Corporation. The undersigned
also agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent and registrar against the transfer of any of the Common
Stock held by the undersigned except in compliance with the foregoing
restrictions. EBI Securities Corporation may in its sole discretion without
notice, release all or any portion of the securities subject to this Lock-Up
Agreement or any similar agreement executed by any other security holder, and if
EBI Securities Corporation releases any securities of any other security
EBI Securities Corporation
March 19, 1999
Page 2
holder, securities of the undersigned shall not be entitled to release
from this Lock-Up Agreement.
Notwithstanding the above, in the event the Representative releases any
shares of Common Stock subject to this Lock-Up Agreement, the undersigned's
locked-up shares shall be released by the percentage determined by dividing the
released shares by the total number of shares locked-up immediately prior to the
release. The number of shares released shall be rounded to the closest even
number. For example, assume:
4,500,000 shares are locked-up;
Shareholder X is the owner of 35,555 shares of Common Stock; and
the Representative agrees to releases 450,000 shares.
Ten percent (10%) of the total amount of shares and options are being released
(450,000 released divided by 4,500,000 outstanding immediately prior to the
release). As a result, ten percent (10%) or 3,555.5 of Shareholder X's 35,555
shares will be released. Since 3,555.5 is not an even number, the amount of
Shareholder X's released shares will be rounded to 3,555 shares.
In the event that the undersigned owns no Common Stock of the Company at
the date hereof or prior to the Effective Date, but has the right to acquire
Common Stock of the Company pursuant to options or warrants, and if the
undersigned exercises such options or warrants prior to the expiration of the
Lock-Up Period commencing on the Effective Date, he, she or it agrees that the
Common Stock purchased on such exercise of options or warrants will be subject
to the terms of this Lock-Up Agreement for the remaining portion of such Lock-Up
Period which commenced on the Effective Date. In addition, the undersigned
agrees that he, she or it will not sell, pledge, margin, hypothecate or
otherwise dispose of such Common Stock pursuant to the exemption afforded by
Rule 701 under the Securities Act of 1933, as amended, during such Lock-Up
Period without the prior written consent of the Representative.
The undersigned further agrees that he, she or it shall not enter into any
swap or other arrangement that transfers all or a portion of the economic
consequences associated with the ownership of any Common Stock owned by the
undersigned at the date hereof, or that the undersigned obtains ownership of
during the Lock-Up Period (regardless of whether any of the transactions are to
be settled by the delivery of Common Stock, other securities, cash or
otherwise), for the Lock-Up Period without the prior written consent of EBI
Securities Corporation.
The undersigned further agrees that all of the rights, authority and
preemptive provisions granted to the Representative pursuant to this Lock-Up
Agreement may be transferred by the
EI Securities Corporation
March 19, 1999
Page 3
Representative to any other NASD member firm that participates in the proposed
public offering of the Company's securities.
The undersigned understands that the Company and the Representative will
undertake the public offering in reliance upon this Lock-Up Agreement.
Very truly yours,
By:
--------------------------------------------
Print Name:
-----------------------------------
