LOCK-UP AGREEMENT
June 20, 2000
Frontline Communications Corporation
Xxx Xxxx Xxxx Xxxxx
Xxxxx 0000
Xxxxx Xxxxx, Xxx Xxxx 00000
DelaNet, Inc.
000 Xxxxxxx Xxxxxxxxx
Xxx Xxxxxx, Xxxxxxxx 00000
Reference hereby is made to that certain Asset Purchase Agreement (the "Asset
Purchase Agreement") dated June 20, 2000 by and between Frontline Communications
Corporation ("Frontline"), DelaNET, Inc. ("Seller"), Xxxxxxx Xxxxx, a 45.05%
shareholder in Seller and Xxxxxx XxXxxxxx, a 45.05% shareholder in Seller (Xxxxx
and XxXxxxxx are collectively referred to herein as the "Shareholders"). Unless
otherwise specified, capitalized terms in this document shall have the same
meaning as set forth in the Agreement.
Pursuant to Section 1.4(c) of the Asset Purchase Agreement, Seller is issued
200,000 shares of Frontline Common Stock, par value $.01 per share, (the
Shares") as partial consideration for the sale to Frontline of all of the Assets
of Seller.
In consideration of the transactions contemplated by the Asset Purchase
Agreement and in order to induce Frontline to enter into the Asset Purchase
Agreement, the Seller hereby agrees that the 200,000 Shares will be restricted
and shall be subject to Rule 144 and during the first year of issuance, and
thereafter shall be subject to the following lock-up restrictions:
(i) Up to 50% of the Shares shall be made
freely transferable at any time after
the one year anniversary of the issuance
of the Shares; and
(ii) The remaining balance shall be made
freely transferable on the one and
one-half year anniversary of the
issuance of the Shares.
The Seller hereby acknowledges and agrees that all certificates evidencing the
Shares to be stamped with a restrictive legend reflecting this agreement and to
permit Frontline to instruct its transfer agent to note such restriction on the
transfer books and records of Frontline.
It is understood that the Shares may be transferred by operation of law to the
executors, administrators, heirs and distributees of the Seller, provided that
the transferee is subject to the same restrictions with respect to any
subsequent transfer during the term of this agreement.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware. Seller hereby irrevocably and unconditionally consents to
submit to the jurisdiction of the courts of the State of New York and of the
United States located in the County of New York, State of New York for any
litigation arising out of or relating to this Agreement and the transactions
contemplated hereby in any action brought by Frontline and waive any objection
to the laying of venue of any such litigation in such courts and agree not to
plead or claim that such litigation brought in any such courts has been brought
in an inconvenient forum. If Seller shall file any claim arising out of or
relating to this Agreement and the transactions contemplated hereby, Frontline
consents to submit to jurisdiction of the Courts of the State of Delaware.
FRONTLINE COMMUNICATIONS CORPORATION
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By: Xxx Xxxxxx Mele
Title: Executive Vice President & General Counsel
DELANET, INC.
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Xxxxxxx Xxxxx
President
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Xxxxxx XxXxxxxx
Vice President
