Blueprint





 











Exhibit 10.5



 



EXHIBIT B


 


FORM OF
LOCK-UP AGREEMENT


 


November
__, 2016


 


Each
Purchaser referenced below:


 



Re: 

Securities Purchase
Agreement, dated as of November __, 2016 (the “Purchase
Agreement”),
between Bridgeline Digital, Inc., a Delaware corporation (the
“Company”) and the
purchasers signatory thereto (each, a “Purchaser” and,
collectively, the “Purchasers”)






Ladies
and Gentlemen:


Defined
terms not otherwise defined in this letter agreement (the
“Letter
Agreement”) shall have the meanings set forth in the
Purchase Agreement. In satisfaction of a condition of the
Company’s obligations under the Purchase Agreement, the
undersigned irrevocably agrees with the Company that, from the date
hereof until the 90th day following the
date the Registration Statement is declared effective by the
Commission (such period, the “Restriction Period”), the
undersigned will not offer, sell, contract to sell, hypothecate,
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 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
shall impose irrevocable stop-transfer instructions preventing the
Transfer Agent from effecting any actions in violation of this
Letter Agreement.


 


The
undersigned acknowledges that the execution, delivery and
performance of this Letter Agreement is a material inducement to
each Purchaser to complete the transactions contemplated by the
Purchase Agreement and that each Purchaser (which shall be a third
party beneficiary of this Letter Agreement) and the Company shall
be entitled to specific performance of the undersigned’s
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, each
Purchaser 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 conflict of laws. The
undersigned hereby irrevocably submits
to the exclusive jurisdiction of the United States District Court
sitting in the Southern District of New York and the courts of the
State of New York located in Manhattan, for the purposes of any
suit, action or proceeding arising out of or relating to this
Letter Agreement, and hereby waives, and agrees not to assert in
any such suit, action or proceeding, any claim that (i) it is not
personally subject to the jurisdiction of such court, (ii) the
suit, action or proceeding is brought in an inconvenient forum, or
(iii) the venue of the 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 Agreement does not intend
to create any relationship between the undersigned and each
Purchaser and that each Purchaser is 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
Agreement.


By its
signature below, the Transfer Agent hereby acknowledges and agrees
that, reflecting this Letter Agreement, it has placed an
irrevocable stop transfer instruction on all Securities
beneficially owned by the undersigned 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.


 


 


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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.


 



BRIDGELINE DIGITAL, INC.


 


By:
_________________________________


Name:


Title:


 


 


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