0
Xxxxxxx 0
Xxx 00, 0000
Xxxxxxxxx Software, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
Credit Suisse First Boston Corporation
Xxxxxxxxx & Xxxxx LLC
ING Baring Xxxxxx Xxxx LLC
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue
New York, N.Y. 10010-3639
Ladies and Gentlemen:
As an inducement to you to execute an underwriting agreement (the
"Underwriting Agreement"), pursuant to which an offering will be made that is
intended to result in the establishment of a public market for shares of Common
Stock, $0.001 par value per share (the "Securities"), of Tumblweed Software
Corporation (the "Company"), the undersigned hereby agrees that, for a period
of 180 days after the date of the initial public offering (the "Commencement
Date") of the Securities pursuant to the Underwriting Agreement to which you are
or expect to become parties, the undersigned will not offer, sell, contract to
sell, pledge or otherwise dispose of, directly or indirectly, any shares of
Securities or securities convertible into or exchangeable or exercisable for any
shares of Securities, or publicly disclose the intention to make any such offer,
sale, pledge or disposal, without the prior written consent of Credit Suisse
First Boston Corporation.
The foregoing paragraph shall not apply to (a) transactions relating to
shares of Securities or other securities convertible into or exchangeable or
exercisable for any shares of Securities acquired in the initial public offering
or in open market transactions after the Commencement Date, (b) transfers of
shares of Securities or any securities convertible into or exchangeable or
exercisable for any shares of Securities to a member of the undersigned's
immediate family or to a trust of which the undersigned or any immediate family
member is the beneficiary (either one an "Individual Transferee") or (c)
distributions or transfers of shares of Securities or any securities convertible
into or exchangeable or exercisable for any shares of Securities to limited
partners, affiliates or employees of institutional securityholders (any such
transferee an "Institutional Transferee"), provided that upon any such transfer,
the Individual Transferee or Institutional Transferee, as applicable, shall sign
a letter substantially similar to this letter agreement agreeing not to sell,
grant any option to purchase, or otherwise transfer of dispose of any such
Securities or any securities convertible into or exchangeable or exercisable for
any shares of Securities for the remainder of the above-referenced 180-day
period.
In furtherance of the foregoing, the Company and its transfer agent and
registrar are hereby authorized to decline to make any transfer of shares of
Securities if such transfer would constitute a violation or breach of this
Agreement.
This Agreement shall be binding on the undersigned and the respective
successors, heirs, personal representatives and assigns of the undersigned. This
agreement shall lapse and become null and void if the Commencement Date shall
not have occurred on or before October 31, 1999.
Very truly yours,
Hikari Tsushin, Inc.
/s/ Xxxxxxxx Xxxxx
Director
--------------------
Name of holder
