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Exhibit 10.7
As of November 3, 1999
STARBASE CORPORATION
0 Xxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxx, XX 00000
Re: Lock-Up Agreement
Gentlemen:
As an additional inducement to StarBase Corporation (the "Company") to
execute the Agreement and Plan of Merger of even date herewith (the "Merger
Agreement") with ObjectShare, Inc. and its wholly-owned subsidiary, pursuant to
which the undersigned would receive shares of common stock, par value $.001 per
share, of the Company and options to purchase additional shares of the Company's
common stock (collectively, the "Securities"), the undersigned hereby agrees
that, for a period of 180 days after the Effective Date (as such term is defined
in the Merger Agreement), the undersigned shall not (i) 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 disposal or (ii) enter into any swap or other agreement that
transfers, in whole or in part, any of the economic consequences of ownership of
such shares of Securities, whether any transaction described in clause (i) or
(ii) above is to be settled by delivery of shares of Securities or such other
securities, in cash or otherwise, in each case without the prior written consent
of the Company.
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 or of such other 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 Effective Date shall not
have occurred on or before [April 17, 2000 or such later date as may be agreed
upon in writing by the parties to the Merger Agreement under Section 6.1(g) of
the Merger Agreement.]
Very truly yours,
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Xxxxx X. Xxxxx
