Re: Securities Purchase Agreement dated February 28, 2006 (the “Agreement”) by and among, Pacificnet, Inc., a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and collectively referred to as the “Purchasers”)
EXHIBIT
10.19
FORM
OF
LOCK-UP AGREEMENT
March
13,
2006
Purchasers
referred to below:
|
Re:
|
Securities
Purchase Agreement dated February 28, 2006 (the “Agreement”)
by and among, Pacificnet, Inc., a Delaware corporation (the “Company”)
and the purchasers signatory thereto (each, a “Purchaser”
and collectively referred to as the “Purchasers”)
|
Ladies
and Gentlemen:
Defined
terms not otherwise defined herein (the “Letter Agreement”) shall have the
meanings set forth in the Agreement. Pursuant to Section 2.2(a) of the Agreement
and in satisfaction of a condition of the Purchasers’ obligations under the
Agreement, the undersigned irrevocably agrees with the Purchasers that, from
the
date hereof until the date that is the earlier of (i) the 31St
day
following the Effective Date or (ii) the second anniversary of the Closing
Date
(such period, the “Restriction Period”), the undersigned will not offer, sell,
contract to sell, pledge or otherwise dispose of, (or enter into any transaction
which is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic disposition
due
to cash settlement or otherwise) by the undersigned or any affiliate of the
undersigned or any person in privity with the undersigned or any affiliate
of
the undersigned), directly or indirectly, including the filing (or participation
in the filing) of a registration statement with the Commission in respect of,
or
establish or increase a put equivalent position or liquidate or decrease a
call
equivalent position within the meaning of Section 16 of the Exchange Act and
the
rules and regulations of the Commission promulgated thereunder (each, a
“Transfer”) with respect to, any shares of Common Stock or Common Stock
Equivalents beneficially owned, held or hereafter acquired by the undersigned
(the “Securities”). Beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act. In order to enforce this covenant, the
Company will impose irrevocable stop-transfer instructions preventing the
transfer agent from effecting any actions in violation of this
agreement.
The
undersigned acknowledges that the execution, delivery and performance of this
letter agreement is a material inducement to the Purchasers to complete the
transaction contemplated by the Agreement and that the Purchasers (which shall
be third party beneficiaries of this letter agreement) and the Company shall
be
entitled to specific performance of my obligations hereunder. The undersigned
hereby represents that the undersigned has the power and authority to execute,
deliver and perform this letter agreement, that the undersigned has received
adequate consideration therefor and that the undersigned will indirectly benefit
from the closing of the transactions contemplated by the Purchase
Agreement.
This
letter agreement may not be amended or otherwise modified in any respect without
the written consent of each of the Company, the Purchasers and the undersigned.
This letter agreement shall be construed and enforced in accordance with the
laws of the State of New York, without regard to the principles of conflicts
of
laws. The undersigned hereby irrevocably submit to the exclusive jurisdiction
of
the state and federal courts sitting in the City of New York, Borough of
Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waive, and agree not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction
of
any such court, or that such suit, action or proceeding is improper. The
undersigned hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by receiving
a
copy thereof sent to the Company at the address in effect for notices to it
under the Purchase Agreement and agrees that such service shall constitute
good
and sufficient service of process and notice thereof. The undersigned hereby
waives any right to a trial by jury. Nothing contained herein shall be deemed
to
limit in any way any right to serve process in any manner permitted by law.
The
undersigned agrees and understands that this letter does not intend to create
any relationship between the undersigned and the Purchasers and that the
Purchasers are not entitled to cast any votes on the matters herein contemplated
and that no issuance or sale of the Securities is created or intended by virtue
of this letter.
By
its
signature below, the Company’s transfer agent hereby acknowledges and agrees
that it has placed an irrevocable stop transfer instruction on all Securities
beneficially owned by the undersigned, reflecting this Letter Agreement, until
the end of the Restriction Period. This Letter Agreement shall be binding on
successors and assigns of the undersigned with respect to the Securities and
any
such successor or assign shall enter into a similar agreement for the benefit
of
the Purchasers.
***SIGNATURE
PAGE FOLLOWS***
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This
letter agreement may be executed in two or more counterparts, all of which
when
taken together may be considered one and the same
agreement.
___________________________
Signature
___________________________
Print
Name
___________________________
Position
in Company
Address
for Notice:
___________________________
___________________________
___________________________
Number
of
shares of Common Stock.
____________________________________________________________________________________________
Number
of
shares of Common Stock underlying ‘subject to warrants, options, debentures or
other convertible securities
By
signing below, the Company agrees to enforce the restrictions on transfer set
forth in this letter agreement.
PACIFICNET,
INC.
By:________________________________
Name:___________________________
Title: ___________________________
Acknowledged
and agreed to
as
of the
date set forth above:
AMERICAN
STOCK TRANSFER & TRUST COMPANY
By:________________________________
Name:___________________________
Title: ___________________________
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