LOCK-UP AGREEMENT
May 24,1999
xxxxxxxxxxxxxx.xxx inc.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxx & Co.
World Financial Center, North Tower
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxx Xxxxxx Inc.
0 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Wit Capital Corporation
000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: xxxxxxxxxxxxxx.xxx inc. - Lock-Up Agreement
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Dear Sirs:
The undersigned has been informed that xxxxxxxxxxxxxx.xxx inc. (the
"Company") has filed with the Securities and Exchange Commission a
Registration Statement on Form S-1 (Registration No. 333-64211) (the
"Registration Statement") including a prospectus (the "Prospectus") in
connection with the proposed initial public offering (the "Offering") of up
to 28,750,000 shares (the "Shares") of the Company's Class A Common Stock,
par value $.001 per share (the "Common Stock").
In connection with such Offering, the undersigned understands that the
Company will enter into an underwriting agreement (the "Underwriting
Agreement") with Xxxxxxx, Sachs & Co., Xxxxxxx Xxxxx & Co., Xxxxxxx Xxxxx
Barney Inc. and Wit Capital Corporation as representatives of the several
underwriters named therein (the "Underwriters").
The undersigned, to facilitate the marketing of Shares to be sold in the
Offering and in consideration of the Underwriters entering into the
Underwriting Agreement, hereby irrevocably confirms, covenants and agrees for
the benefit of the Company and the Underwriters as follows:
(i) The undersigned will not offer, sell, contract to sell, pledge or
otherwise dispose of, except as provided hereunder, any Common Stock
acquired by the undersigned in the Offering (the "Shares") pursuant to
any agreement entered into on or prior to the date hereof, or at any
time hereafter, during the period beginning from the date hereof and
continuing to and including the date 180 days from the date of the final
Prospectus, except with the prior written consent of the Underwriters;
provided, however, that notwithstanding the foregoing, the undersigned
may: transfer such securities (1) as a bona fide gift or gifts to the
undersigned's spouse, parents, siblings or lineal descendants, or any
trust for the benefit of such persons, provided that any such transfer
shall not involve a disposition for value, or (2) to any distributee,
legatee or devisee of the undersigned who acquires its shares by will or
operation of law upon death of the undersigned, if, in the case of
clauses (1) and (2), such transferee agrees in writing to be bound by
the terms of this agreement to the same extent as the undersigned; and
(ii) The undersigned has not taken and will not take, directly or
indirectly, any action which is designed to or which has constituted or which
might reasonably be expected to cause or result in stabilization or
manipulation of the price of any security of the Company to facilitate the
sale or resale of the Shares, or which has otherwise constituted or will
constitute any prohibited bid for or purchase of the Shares or any related
securities.
The undersigned acknowledges and agrees that the covenants and
agreements set forth herein supersede, to the extent of the subject matter
thereof, the provisions of any agreements or instruments defining the rights
of the undersigned with respect to the shares of Common Stock or other
securities of the Company beneficially owned or controlled by the
undersigned, except for the provisions of that certain Lock Up Agreement
executed by the undersigned on May ,1999 for the benefit of the
Underwriters in connection with the Offering.
In furtherance of the foregoing, the Company and its transfer agent and
registrar are hereby authorized to decline to make any transfer of Common
Stock if such transfer would constitute a violation or breach of this
Agreement.
This Agreement shall be binding on the undersigned and the respective
heirs, personal representatives and assigns of the undersigned.
Very truly yours,
/s/ Xxxxxxx Xxxxxx
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Name:Xxxxxxx Xxxxxx