February 28, 2002
Intercallnet, Inc. ("Company")
0000 X.X. 0xx Xxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Stanford Venture Capital Holdings, Inc.
000 Xxxxx Xxxxxxxx Xxxx., Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Gentlemen:
As an inducement to Stanford Venture Capital Holdings, Inc.
("Stanford") to execute the Series A Convertible Preferred Stock and Common
Stock Purchase Warrant Purchase Agreement ("Purchase Agreement"), pursuant to
which substantial funding will be provided to Intercallnet, Inc. (the
"Company"), the undersigned hereby agrees that from the date hereof and until
eighteen months thereafter (provided Stanford provides all financing required by
the terms of the Purchase Agreement), the undersigned will not offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly, any
shares of the Company's common stock (the "Securities") or securities
convertible into or exchangeable or exercisable for any Securities now owned or
hereafter acquired, enter into a transaction which would have the same effect,
or enter into any swap, hedge or other arrangement that transfers, in whole or
in part, any of the economic consequences of ownership of the Securities,
whether any such aforementioned transaction is to be settled by delivery of the
Securities or such other securities, in cash or otherwise, or publicly disclose
the intention to make any such offer, sale, pledge or disposition, or to enter
into any such transaction, swap, hedge or other arrangement, without, in each
case, the prior written consent of Stanford (the "Lock-Up Agreement").
Any Securities received upon exercise of options granted to the
undersigned will also be subject to this Lock-Up Agreement. Any securities
acquired by the undersigned in the open market will not be subject to this
Lock-Up Agreement. A transfer of Securities to a family member or trust may be
made, provided the transferee agrees to be bound in writing by the terms of this
undertaking.
Notwithstanding anything herein to the contrary, in the event of any
conflict between the
Intercallnet, Inc.
February 28, 2002
Page 2
terms of this Lock-Up Agreement and the terms and conditions of a Shareholders'
Agreement dated February 28, 2002 by and between the Company, Stanford and the
undersigned (the "Shareholders' Agreement"), the terms and conditions of the
Shareholders' Agreement, shall govern.
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
Lock-Up Agreement.
This undertaking shall be binding on the undersigned and the
successors, heirs, personal representatives and assigns of the undersigned. This
undertaking shall lapse and become null and void if Stanford does not provide
all financing required by the terms of the Purchase Agreement. This undertaking
shall also become null and void in the event the undersigned is no longer an
officer and/or director and/or advisor and/or consultant of the Company.
Very truly yours,
/s/ Xxxxx Xxxxxxx
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Signature of Securityholder
Xxxxx Xxxxxxx
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Name of Securityholder (please print)
