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EXHIBIT 10.4
LOCK-UP AGREEMENT
The viaLink Company
00000 Xxxx Xxxx,
Xxxxx 000
Xxxxxx, Xxxxx 00000
Ladies and Gentlemen:
The undersigned is a securityholder of The viaLink Company (the
"Company"). The undersigned hereby irrevocably agrees not to, directly or
indirectly, effect any public sale or distribution (including sales pursuant to
Rule 144) of any shares of Applicable Common Stock, as hereinafter defined, or
any securities convertible into or exercisable or exchangeable for or repayable
with the Applicable Common Stock, for a period beginning February 1, 2001 and
ending 180 days thereafter (the "Lock-Up Period"). As used herein, the term
"Applicable Common Stock" shall mean (i) Common Stock received by the
Undersigned pursuant to conversion by the undersigned of one-half of the
outstanding balance of that certain Subordinated Secured Convertible Promissory
Note dated February 4, 1999 executed by the Company and payable to the
undersigned for a conversion price equal to $1.75 per share, and (ii) any Common
Stock received by the undersigned pursuant to the exercise by the undersigned of
that certain Series A Common Stock Purchase Warrant dated February 1, 2001
issued by the Company for the benefit of the undersigned; provided that the term
"Applicable Common Stock" shall not include any other shares of Common Stock at
any time held or received by the undersigned.
Notwithstanding the foregoing, the undersigned may transfer any shares
of Applicable Common Stock or securities convertible into or exchangeable or
exercisable for Applicable Common Stock, to one or more of its affiliates or
stockholders; provided, however, that in each case each transferee shall agree
to be subject to the provisions hereof.
The undersigned further confirms that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's successors and assigns.
The undersigned agrees and consents to the entry of stop transfer instructions
with the Company's transfer agent against the transfer of Applicable Common
Stock or other securities of the Company held by the undersigned except in
compliance with this Lock-Up Agreement.
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The Lock-Up Period described herein shall supersede any prior lock-up or
similar restrictive period agreed to by the undersigned in connection with the
sale or distribution of any Common Stock.
Dated: April 10, 2001.
HEWLETT-PACKARD COMPANY
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
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Title: Vice President and General
Manager of Business
Development
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Accepted and Agreed:
THE VIALINK COMPANY
By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
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Title: Vice President, Chief
Financial Officer and
General Counsel
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