EXHIBIT 10.3
FORM OF LOCK-UP AGREEMENT
Debt Resolve, Inc.
000 Xxxxxxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned, an owner of (i) a 7% senior convertible promissory note of
Debt Resolve, Inc., a Delaware corporation (the "Company"), in the principal
amount of $_________, initially convertible into _________________ shares of
common stock, par value $.001 per share, of the Company (the "Common Stock") and
(ii) warrants to purchase _________________ shares of Common Stock, understands
that the Company is preparing to file with the U.S. Securities and Exchange
Commission ("SEC") a registration statement (the "Registration Statement") for
the registration of certain securities of the Company (including the shares of
Common Stock underlying the note and warrants held by the undersigned) in
connection with a proposed initial public offering of such securities (the
"Offering"). The undersigned further understands that Maxim Group LLC (the
"Underwriter") is the proposed underwriter for the Offering.
In order to induce the Underwriter to proceed with the Offering, the
undersigned agrees, for the benefit of the Company and the Underwriter, that
should the Offering become effective, the undersigned will not, without the
Underwriter's prior written consent (and, if required by applicable state blue
sky laws, the securities commissions in any such states), offer, sell, assign,
hypothecate, pledge, transfer or otherwise dispose of, directly or indirectly,
any shares of Common Stock issued in connection with the conversion or exercise
of the above referenced note or warrants (collectively, the "Securities") during
the six-month period commencing on the date that the Registration Statement is
declared effective by the SEC (the "Effective Date"); provided that the
foregoing shall not apply to (1) Securities acquired by the undersigned in the
Offering or Securities acquired by the undersigned in the after market after the
Effective Date; and (2) the transfer without consideration to family members or
a trust established for their benefit in connection with which the proposed
transferee agrees in writing to be bound by all of the provisions of this
agreement prior to the consummation of such transfer.
Furthermore, the undersigned will permit all certificates evidencing any
such Securities to be endorsed with an appropriate restrictive legend reflecting
the terms of this letter, and consents to the placement of appropriate stop
transfer orders with the transfer agent for the Company. A copy of this letter
will be available from the Company or the Company's transfer agent upon request
and without charge.
The terms and conditions of this letter can be modified (including
premature termination of this Agreement) only with the prior written consent of
the Underwriter. This letter shall be interpreted and construed in accordance
with the laws of the State of New York, without regard to the conflict of laws
principles thereof.
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Name
By:
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Signature
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Dated: June 28, 2005 Printed Name
