LOCK-UP AGREEMENT
This Lock-Up Agreement (the "Agreement") is effective as of __________, 1998 by,
between and among Genesis Media Group, Inc., a Delaware corporation (the
"Company"), __________, a stockholder of the Company (the "Stockholder") and
Millennium Financial Group, Inc., as representative of the various underwriters
(the "Representative").
R E C I T A L S
WHEREAS, the Company is contemplating filing a Registration Statement (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission"), whereby the Company will register the offer and sale of shares of
its common stock in an initial public offering ("IPO");
WHEREAS, the Representative has informed the Company that it will not
underwrite the Company's IPO unless the Stockholder executes this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each of the Stockholder, the
Company, and the Representative, the parties hereto hereby agree as follows:
1. LOCK-UP. The Stockholder agrees that he, she or it, as the case may
be, will not, without the Representative's prior written consent,
offer, sell, transfer, pledge, hypothecate, contract to sell, grant
any option for the sale of, or otherwise dispose of (collectively, a
"Transfer"), directly or indirectly, any shares of the Company's
common stock or any security or other instrument which by its terms is
convertible into, exercisable for, or exchangeable for shares of the
Company's common stock beginning on the date hereof and ending one (1)
year after the date of any initial public offering by the Company of
its securities pursuant to a Registration Statement filed with, and
declared effective by, the Commission. The Stockholder further agrees
to be bound by such additional restrictions on Transfer as may be
required in order to comply with the requirements of the NASDAQ Stock
Market, the National Association of Securities Dealers, Inc. or the
Commission in connection with the IPO and the inclusion for quotation
of the Company's common stock in the NASDAQ Stock Market, which
agreement shall be self-executing without the need for execution of
any additional instruments. The Stockholder also agrees to the
placement of a legend on any certificate or other document evidencing
shares of the Company's common stock or any security or other
instrument which by its terms is convertible into, exercisable for, or
exchangeable for, shares of the Company's common stock, which legend
states the operative provisions of this Agreement.
2. SUCCESSORS. The provisions of this Agreement shall be deemed to
obligate, extend to and inure to the benefit of the successors,
assigns, transferees, grantees, and indemnities of each of the parties
to this Agreement.
3. ATTORNEYS FEES. In the event of a dispute between the parties
concerning the enforcement or interpretation of this Agreement, the
prevailing party in such dispute, whether by legal proceedings or
otherwise, shall be reimbursed immediately for the reasonably incurred
attorney's fees and other costs and expenses by the other parties to
the dispute.
4. CHOICE OF LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without reference to
its choice of law or conflict of law rules.
5. ARBITRATION. Any dispute or claim arising out of or in any way
related to this Agreement shall be settled by arbitration in Los
Angeles, California. All arbitration shall be conducted in accordance
with the rules and regulations of the American Arbitration Association
("AAA"). AAA shall designate an arbitrator from an approved list of
arbitrators following both parties' review and deletion of those
arbitrators on the approved list having a conflict of interest with
either party. Each
party shall pay its own expenses associated with such arbitration
(except as set forth in Section 3 above). A demand for arbitration
shall be made within a reasonable time after the claim, dispute or
other matter has arisen and in no event shall such demand be made
after the date when institution of legal or equitable proceedings
based on such claim, dispute or other matter in question would be
barred by the applicable statutes of limitations. The decision of the
arbitrators shall be rendered within 60 days of submission of any
claim or dispute, shall be in writing and mailed to all the parties
included in the arbitration. The decision of the arbitrator shall be
binding upon the parties and judgment in accordance with that decision
may be entered in any court having jurisdiction thereof.
6. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which, taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
GENESIS MEDIA GROUP, INC.
By:
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Its:
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STOCKHOLDER
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MILLENNIUM FINANCIAL GROUP, INC.
By:
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Its:
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