EXHIBIT 3
May 28, 1998
Xxxxxxx, Xxxxx & Co.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Xxxxxxxxx & Xxxxx
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
LOCK-UP AGREEMENT
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Ladies and Gentlemen:
The undersigned understands that you, as representatives (the
"Representatives"), propose to enter into an Underwriting Agreement on behalf of
the several Underwriters named on Schedule 1 to such agreement (collectively,
the "Underwriters"), with GeoCities, Inc. (the "Company") providing for an
initial public offering of the Common Stock of the Company (the "Shares")
pursuant to a Registration Statement on Form S-1 filed with the Securities and
Exchange Commission (the "SEC").
In consideration of the agreement by the Underwriters to offer and sell
the shares, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees, for a
period of 180 days following the date of the final prospectus covering the
public offering of the Shares, that the undersigned will not sell, offer to
sell, contract to sell, grant any option to purchase, make any short sale or
otherwise dispose of any shares of Common Stock of the Company, or any options
or warrants to purchase any shares of Common Stock of the Company, or any
securities convertible into or exchangeable for shares of Common Stock of the
Company, whether now owned or hereinafter acquired, owned directly by the
undersigned or with respect to which the undersigned has beneficial ownership
within the rules and regulations of the SEC (collectively the "Undersigned's
Shares").
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a sale or disposition of the
Undersigned's Shares even if the Undersigned's Shares would be disposed of by
someone other than the undersigned. Such prohibited hedging or other
transactions would include without limitation any short sale or any purchase,
sale or grant of any right (including without limitation any put or call option)
with respect to any of the Undersigned's Shares or with respect to any security
that includes, relates to or derives any significant part of its value from the
Undersigned's Shares.
Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee
or donees thereof agree in writing to be bound by the restrictions set forth
herein, (ii) pursuant to a transfer to any trust for the
direct or indirect benefit of the undersigned or the immediate family of the
undersigned, provided that the trustee of the trust agrees in writing to be
bound by the restrictions set forth herein, and provided further that any such
transfer shall not involve a disposition for value, or (iii) with the prior
written consent of Xxxxxxx, Xxxxx & Co. on behalf of the Underwriters. For
purpose of this Lock-Up Agreement, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin.
In addition, notwithstanding the foregoing, if the undersigned is a corporation,
the corporation may transfer the capital stock of the Company to any
wholly-owned subsidiary of such corporation; and, if the undersigned is a
partnership, the partnership may transfer any shares of capital stock of the
Company to a partner of such partnership or a retired partner of such
partnership who retires after the date hereof, or to the estate of any such
partner or retired partner, and any such partner who is an individual may
transfer shares of capital stock, by will or intestate succession; provided,
however, that in any such case, it shall be a condition to the transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding such capital stock subject to the provisions of this Lock-Up Agreement
and there shall be no further transfer of such capital stock except in
accordance with this Lock-Up Agreement, and provided further that any such
transfer shall not involve a disposition for value. The undersigned now has,
and, except as contemplated by clause (i), (ii) or (iii) above, for the duration
of this Lock-Up Agreement will have, good and marketable title to the
Undersigned's Shares, free and clear of all liens, encumbrances and claims
whatsoever. 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 the Undersigned's Shares except in compliance with the foregoing
restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns.
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Name of Shareholder
/s/ Xxxxxx Xxxxxx
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Signature
Vice Chairman
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Title
