EXHIBIT 4(b)
CALIPSO, INC.
LOCK-UP AGREEMENT
September 18, 2000
The undersigned understand that Calipso, Inc., a Delaware corporation
(the "Corporation") and Knowledge Foundations, Inc., a Delaware corporation
("KFI") have entered into the Agreement and Plan of Merger (the "Merger
Agreement") dated August 7, 2000 and the undersigned propose to enter into
that certain Stock Repurchase Agreement (the "Stock Repurchase Agreement")
dated September 18, 2000, providing for, in part, the issuance of the
Escrowed W&B Shares (as such term is defined in the Stock Repurchase
Agreement) and the issuance of the Escrowed Ocean Way Shares (as such term is
defined in the Stock Repurchase Agreement) totaling 1,000,000 shares of
restricted common stock, par value $.001 per share (collectively, the
"Shares").
In consideration of the execution of the Merger Agreement and the Stock
Repurchase Agreement, and for other good and valuable consideration, the
undersigned hereby irrevocably agree that for a period of eighteen (18)
months following the date of the Closing (as such term is defined in the
Merger Agreement), the undersigned will not, without the prior written
consent of the Corporation, directly or indirectly: (i) offer, sell, assign,
transfer, encumber, pledge, contract to sell, register for sale, grant an
option to purchase or otherwise dispose of (or enter into any transaction or
device that is designed to, or could be expected to, result in the
disposition by any person at any time in the future of), any of the Shares
(including, without limitation, Shares that may be issued upon exercise of
any option or warrant) or securities convertible into or exchangeable for the
Shares owned by the undersigned on the date of execution of this Lock-Up
Agreement or on the date of the Closing; or (ii) enter into any swap or other
derivatives transaction that transfers to another, in whole or in part, any
of the economic benefits or risks of ownership of such shares of the Shares,
whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of the Shares or other securities, in cash or otherwise.
In furtherance of the foregoing, the Corporation and its transfer agent
are hereby authorized to decline to make any transfer of securities if such
transfer would constitute a violation or breach of this Lock-Up Agreement.
The undersigned understand that the Corporation and KFI will proceed
with the Merger (as such term is defined in the Stock Repurchase Agreement)
in reliance on this Lock-Up Agreement.
Whether or not the Merger actually occurs depends on a number of
factors, including market conditions. The Merger will only be made pursuant
to an Agreement and Plan of Merger, the terms of which are subject to
negotiation between the Corporation and KFI.
The undersigned hereby represent and warrant that the undersigned has
full power and authority to enter into this Lock-Up Agreement and that, upon
request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof.
The undersigned agrees that the provisions of this Lock-Up Agreement
shall be binding also upon the successors, assigns, heirs and personal
representatives of the undersigned.
Xxxxxx & Bleers
Print name:
Its:
Ocean Way Investments, Ltd.
Print name:
Its:
