EXHIBIT 10.24
August ____, 2007
Xxxxxxxx Curhan Ford & Co.
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
The undersigned understands that Xxxxxxxx Curhan Ford & Co., as
placement agent ("MCF"), proposes to enter into a Placement Agency Agreement
(the "Placement Agency Agreement") with uWink Inc., a Utah corporation
(collectively with its successors and assigns, the "Company"), providing for an
offering (the "Offering") of common stock, par value $0.001 per share ("Common
Stock") and warrants to purchase Common Stock. Capitalized terms used herein and
not otherwise defined shall have the meanings set forth in the Placement Agency
Agreement. For purposes of this agreement, the term "Common Stock" shall include
Common Stock which may be deemed to be beneficially owned by the undersigned in
accordance with the rules and regulations of the Securities and Exchange
Commission and securities which may be issued upon exercise of a stock option,
warrant or any convertible security.
In order to induce MCF to act as placement agent in the Offering, and
for good and valuable consideration receipt of which is hereby acknowledged, the
undersigned hereby agrees that the undersigned will not, without the prior
written consent of MCF, for a period of 180 days after the date of the Placement
Agency Agreement (the "Lock-Up Period"): (1) offer, pledge, announce the
intention to sell, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, establish or increase any "put equivalent position" or
liquidate or decrease any "call equivalent position" or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock, or (2) enter
into any swap or other agreement that transfers, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise. In addition, the
undersigned agrees that the undersigned will not, without the prior written
consent of MCF, during the Lock-Up Period: (x) file or participate in the filing
with the Securities and Exchange Commission of any registration statement, or
circulate or participate in the circulation of any preliminary or final
prospectus or other disclosure document with respect to any proposed offering or
sale of Common Stock and (y) exercise any rights the undersigned may have to
require registration with the Securities and Exchange Commission of any proposed
offering or sale of Common Stock.
Notwithstanding the foregoing, the restrictions set forth in clause (1)
and (2) above shall not apply to transfers: (i) as a BONA FIDE gift or gifts to
any charitable organization, (ii) as a BONA FIDE gift or gifts to any other
entity or person, provided that the donee or donees thereof agree to be bound in
writing by the restrictions set forth herein, (iii) to any trust for the direct
or indirect benefit of the undersigned or the immediate family of the
undersigned, (iv) made solely to pay for taxes incurred from a grant of
1
restricted stock or restricted stock units by the Company, (v) pursuant to an
established 10b5-1 plan, (vi) in connection with the exercise of stock options
issued pursuant to the Company's equity incentive plans; or (vii) with the prior
written consent of MCF; provided, however, that any transfer permitted pursuant
to this clauses (i), (ii), (iii), (vi) and (vii) of this paragraph shall be
conditioned upon (1) MCF receiving a signed lock-up agreement for the balance of
the lock-up period from each donee, trustee, distributee, or transferee, as the
case may be, (2) any such transfer shall not involve a disposition for value,
except in the cases of clauses (iv)-(vii), (3) except in the cases of clauses
(v) - (vii), such transfers are not required to be reported in any public report
or filing with the Securities and Exchange Commission, or otherwise during the
Lock-Up Period and (4) the undersigned does not otherwise voluntarily effect any
public filing or report regarding such transfers during the Lock-Up Period For
purposes of this letter 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, and any duly appointed
transfer agent for the registration or transfer of the securities described
herein, are hereby authorized to decline to make any transfer of securities if
such transfer would constitute a violation of breach of this letter agreement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this letter agreement. All authority
herein conferred or agreed to be conferred and any obligations of the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned. Upon request, the undersigned will execute
any additional documents necessary in connection with enforcement hereof.
The undersigned understands that, if the Placement Agency Agreement
does not become effective, or if the Placement Agency Agreement (other than the
provisions thereof which survive termination) shall terminate or be terminated
prior to payment for and delivery of the Offered Securities to be sold
thereunder, the undersigned shall be released from all obligations under this
letter agreement.
This letter agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflict of laws
principles thereof. Delivery of a signed copy of this letter agreement by
facsimile or other electronic transmission shall be effective as delivery of the
original hereof.
Very truly yours,
____________________________________
2
