Exhibit 10.4
August 8, 2007
[INVESTOR NAMES]
Dear Investors:
Reference is made to that Stock Purchase Agreement, dated as of August
8, 2007, among Narrowstep Inc., a Delaware corporation (the "COMPANY") and each
of you (the "PURCHASE AGREEMENT"). Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Purchase Agreement.
As an inducement to the investors who purchase Securities pursuant to
the Purchase Agreement, the undersigned hereby agrees that from the date hereof
and continuing for a period of nine (9) months thereafter (the "LOCK-UP
PERIOD"), the undersigned will not (A) offer, sell, contract to sell, pledge,
hypothecate, transfer or otherwise dispose of, directly or indirectly, any
shares of capital stock or other equity securities of the Company (including
without limitation any shares of capital stock or other equity securities issued
or issuable to the undersigned as the result of any stock split, stock dividend
or distribution on such securities) and any options, warrants or other rights to
purchase or acquire shares of capital stock of the Company, in each case whether
now owned or hereafter acquired (the "LOCK-UP SHARES"), (B) enter into any
agreement or transaction that would have the same effect, (C) enter into any
swap, hedge or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of the Lock-Up Shares, whether any such
aforementioned transaction is to be settled by delivery of the Lock-Up Shares,
in cash or otherwise, or (D) publicly disclose the intention to make any such
offer, sale, pledge or disposition, without, in each case, the prior written
consent of investors who purchased a majority of the Securities issued pursuant
to the Purchase Agreement.
Notwithstanding the foregoing, the undersigned may transfer Lock-Up
shares (i) as a BONA FIDE gift or gifts, provided that the donee or donees
thereof agree to be bound by the restrictions set forth herein, and (ii) to any
trust for the direct or indirect benefit of the undersigned or the immediate
family of the undersigned, provided that the trustee of the trust agrees to be
bound by the restrictions set forth herein, and provided further that any such
transfer shall not involve a disposition for value. For purposes of this
Agreement, "immediate family" shall mean any relationship by blood, marriage or
adoption, not more remote than first cousin.
In furtherance of the foregoing, the Company shall, and shall cause its
transfer agent and registrar to, decline to make any transfer of the Lock-Up
Shares if such transfer would constitute a violation or breach of this letter
agreement.
Each of the signatories hereto acknowledges that each of the investors
who purchased Securities pursuant to the Purchase Agreement are third party
beneficiaries of this letter agreement and this letter agreement may not be
modified or changed without the prior written consent of the investors who
purchased at least a majority of the Securities issued pursuant to the Purchase
Agreement.
This letter agreement shall be binding on the undersigned and the
successors, heirs, personal representatives and assigns of the undersigned. This
letter agreement or the rights hereunder may not be assigned by the investors
named above, except to their respective partners and affiliates to which they
transfer all or any portion of the Securities in accordance with applicable law
or regulation.
Very truly yours,
Signature:
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Xxxxx XxXxxxx
ACKNOWLEDGED AND AGREED:
NARROWSTEP INC.
By:
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Title:
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