24/7 Media, Inc.
Lock-Up Agreement
______________, 1998
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
X.X. Xxxxxx Securities Inc.
Xxxxx & Company, Inc.
c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
North Tower
World Financial Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: Proposed Public Offering by 24/7 Media, Inc.
Dear Sirs and Madams:
The undersigned, a stockholder, officer or director of 24/7
Media, Inc. (the "Company"), understands that Xxxxxxx Xxxxx & Co. ("Xxxxxxx
Xxxxx"), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx
Securities Inc. and Xxxxx & Company, Inc. propose to enter into a Purchase
Agreement (the "Purchase Agreement") with the Company providing for the public
offering of shares of the Company's common stock, par value $ .01 per share,
(the "Common Stock"). In recognition of the benefit that such offering will
confer upon the undersigned as a stockholder, officer or director of the
Company, and for other good and valuable consideration, the receipt of and
sufficiency of which are hereby acknowledged, the undersigned agrees with each
underwriter to be named in the Purchase Agreement that, during a period of 180
days from the date of the Purchase Agreement, the undersigned will not, without
the prior written consent of Xxxxxxx Xxxxx, directly or indirectly, (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant an option, right or warrant for
the sale of, or otherwise dispose of or transfer any shares of the Company's
Common Stock or any securities convertible into or exchangeable or exercisable
for the Common Stock, whether now or hereafter acquired by the undersigned or
with respect to which the undersigned has or hereafter acquires the power of
disposition, or file any registration statement under the Securities Act of
1933, as amended, with respect to any of the foregoing or (ii) enter into any
swap or any other agreement or transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of the Common
Stock, whether such swap or transaction is to be settled by the delivery of
Common Stock or some other securities, in cash or otherwise.
Notwithstanding the foregoing, the undersigned may transfer the
undersigned's shares of Common Stock (i) as a bona fide gift or gifts, provided
that the donee or donees thereof agree to
be bound by the restrictions set forth herein, (ii) as a transfer to any trust
for the direct benefit of the undersigned or the immediate family of the
undersigned, provided that the trustee of the trust agrees to be bound by the
restrictions set forth herein, (iii) as a distribution to limited partners,
constituent members or shareholders of the undersigned, provided that such
partners, constituent members or shareholders agree to be bound by the
restrictions set forth herein or (iv) with the prior written consent of Xxxxxxx
Xxxxx & Co. on behalf of the underwriters named in the Purchase Agreement. For
purposes of this Lock-Up Agreement, the term "immediate family"shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin.
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 shares of the Company's capital stock owned by the undersigned
except in compliance with the foregoing restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this agreement in proceeding toward consummation of the IPO. The
undersigned further understands and agrees that this agreement is irrevocable
and shall be binding upon the undersigned's heirs, legal representatives,
successors and assigns.
Very truly yours,
Signature: ___________________________
Print Name: ___________________________
