Exhibit 4.3
Exhibit C-1
Access Solutions International, Inc.
000 Xxx Xxx Xxxx
Xxxxx Xxxxxxxxx, XX 00000
Xxxxxx Xxxxxxx & Company, Inc.
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
In order to induce Access Solutions International, Inc., (the "Company") to
enter into an Agreement and Plan of Merger ("Merger Agreement") with respect to
the merger of PaperClip Acquisition Corp., a wholly-owned subsidiary of the
Company, with and into PaperClip Software, Inc., ("PaperClip") with PaperClip
surviving as a subsidiary of the Company, the undersigned intending to be
legally bound, hereby agrees that for a period commencing on the date hereof and
ending on April 11, 1998 (the "Lock-up Period"), he, she or it will not, without
the prior written consent of Xxxxxx Xxxxxxx & Company, Inc. ("JSC"), directly or
indirectly, issue, offer to sell, sell, grant an option for the sale of, assign,
transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of
common stock of the Company, $.01 par value per share ("Company Purchase
Shares"), plus an equivalent number of the Company's Class B Warrants ("Company
Purchase Warrants") (the Company Purchase Shares and the Company Purchase
Warrants are sometimes referred to herein collectively as the "Company Purchase
Securities"), which are issued to the undersigned by the Company under the
Merger Agreement, whether or not beneficially owned by the undersigned, or
dispose of any beneficial interest therein; PROVIDED, however, that nothing
contained herein shall prohibit any transfer of any Company Purchase Securities
through any private transfer to a U.S. Person (as defined in the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder) by
any shareholders of PaperClip, PROVIDED, FURTHER, however, that as a
precondition to any such transfers, any transferees must agree in writing to be
bound by the terms of this agreement.
In order to enable the aforesaid covenants, the undersigned hereby consents
to the placing of legends and/or stop-transfer orders with the Transfer Agent of
the Company's securities with respect to any of the Company Purchase Securities
registered in the name of the undersigned or any of its transferees or
beneficially owned by the undersigned or any of its transferees.
This Agreement shall be governed and construed and enforced in accordance
with the internal laws of the State of New York without giving effect to the
choice of law of conflicts of laws principles thereof.
Dated:_________________, 1998
--------------------------------
(Signature)
----------------------------- --------------------------------
(Address) (Name)
----------------------------- --------------------------------
Social Security No. or
Federal Tax I.D. Number
