Exhibit 10.17
FORM OF LOCKUP AGREEMENT
May __, 1999
AppNet Systems, Inc.
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Credit Suisse First Boston Corporation
Xxxxxxxxx & Xxxxx LLC
BT Alex. Xxxxx Incorporated
The Xxxxxxxx-Xxxxxxxx Company, LLC
Xxxxxxx Xxxxxx & Co., Inc.
As Representatives of the Several Underwriters
c/o Credit Suisse First Boston Corporation
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Dear Ladies and Gentlemen:
As an inducement to the Underwriters to execute the
Underwriting Agreement, pursuant to which an offering (the "Public Offering")
will be made that is intended to result in the establishment of a public market
for the Common Stock, $0.0005 par value per share (the "Securities"), of AppNet
Systems, Inc. (the "Company"), the undersigned hereby agrees that, for a period
of 180 days after 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 disposition without the prior written consent of Credit Suisse First
Boston Corporation. The foregoing sentence shall not apply to (i) transactions
relating to shares of Common Stock or other securities acquired in open market
transactions after the completion of the Public Offering or acquired through the
Company's direct share program, (ii) the exercise of stock options acquired
under the Company's stock incentive plans (but not the offer, sale, contract to
sell, pledge or other disposition of shares of Common Stock or other securities
obtained on exercise of such options) or (iii) the exercise of any warrants or
conversion of any convertible instruments outstanding on the date hereof (but
not the offer, sale, contract to sell, pledge or other disposition of shares of
Common Stock or other securities obtained on exercise of such warrants or
conversion of such convertible instruments).
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 the date that is 180 days after the date of this Agreement.
Very truly yours
Name:
