EXHIBIT 10.11
Xxxxx & Co., Inc.
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
In order to induce Xxxxx & Co., Inc. (the "Representative") and Sonic
Foundry, Inc. (together with its predecessors, successors and assigns, the
"Company") to enter into an underwriting agreement with respect to the public
offering of shares of the Company's common stock (the "Common Stock"), the
undersigned hereby agrees that for a period of ninety (90) days following the
effective date of the Company's Registration Statement for the subject public
offering (the "Lock-up Period"), he, she or it will not, without the prior
written consent of the Representative and the Company, directly or indirectly,
issue, offer, agree or offer to sell, sell, grant an option for the purchase or
sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber
or dispose of (whether pursuant to Rule 144 of the General Rules and Regulations
under the Securities Act of 1933, as amended, or otherwise) any shares of Common
Stock or options, rights, warrants or other securities convertible into,
exchangeable or exercisable for or evidencing any right to purchase or subscribe
for shares of Common Stock (whether or not beneficially owned by the
undersigned), or any beneficial interest therein (collectively, the
"Securities"), except for bona fide gifts of Common Stock and private resales of
Common Stock whereby the donees and transferees, respectively, first agree to be
bound by the terms hereof.
In order to enable the aforesaid covenants to be enforced, the undersigned
hereby consents to the placing of legends and/or stop-transfer orders with the
transfer agent of the Company's securities with respect to any of the Securities
registered in the name of the undersigned or beneficially owned by the
undersigned.
Dated: ___________________, 1998
________________________________
Signature
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Print Name
________________________________
Print Address
________________________________
Print Social Security Number
or Taxpayer I.D. Number
