LOCK UP AGREEMENT









EXHIBIT

10.30




 




LOCK UP AGREEMENT




 




This Lock Up

Agreement (this “Agreement’) is

entered into effective as of February 6, 2002 and is between GlobalSCAPE, Inc.

(“GlobalSCAPE”) and certain

officers and directors of GlobalSCAPE, Inc. and ATSI Communications, Inc.

listed on the signature block to this Agreement (the “Shareholders”).




 




RECITALS




 




A.                                   As

of December 31, 2001 GlobalSCAPE has 13,022,190 shares of common  stock issued and outstanding (the “Common Stock”), of which 9,433,905 shares

are held by ATSI Communications, Inc. 

(“ATSI”) and the remaining

shares are held by various others, including numerous members of the public.




 




B.                                     The

Shareholders are officers and directors of GlobalSCAPE and of ATSI and

collectively own or have the vested right to acquire within the next 180

days  2,187,652 shares of the Common

Stock.




 




C.                                     GlobalSCAPE

expects it Common Stock to begin to be quoted on the NASD’s Over-the-Counter

Bulletin Board (the “OTCBB”) on or

around February 15, 2002.




 




D.                                    To

promote an orderly market in the stock once it begins active trading,

GlobalSCAPE and the Shareholders have agreed to the term of this Agreement

stated below.




 




                NOW

THEREFORE, each Shareholder agrees as follows:




 




1.             Lock Up.  Except as permitted in Section 2

below, for a period of 180 days from the first day that shares of GlobalSCAPE,

Inc. common stock are first quoted on the OTCBB the Shareholders shall not

offer, sell, contract to sell, pledge or otherwise dispose of, directly or

indirectly, any shares of Common Stock or securities convertible into or

exchangeable or exercisable for any shares of Common Stock, enter into a

transaction which would have the same effect, or enter into swap, hedge or

other arrangement that transfers, in whole or part, any of the economic

consequences of ownership of the Common Stock, whether any such transaction is

to be settled by delivery of Common Stock or such other securities, in cash or

otherwise, or publicly disclose the intention to make any such offer, sale,

pledge or disposition, or to enter into any such transaction, swap, hedge or

other arrangement.




 




2.             Permitted Transfers.  Section 1 shall not apply to:




 




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a)                the pledge by a Shareholder of shares

of Common Stock to a financial institution in connection with a bona fide

financing transaction, provided that the financial institution is subject to

the terms of this Agreement;




 




b)               transfers of shares of Common Stock to

immediate family members or trusts for the benefit of such family members,

provided such transferee is subject to the terms of this Agreement;




 




c)                sales made as part of a “cashless

exercise” of an option issued pursuant to the GlobalSCAPE, Inc. 1998 Stock

Option Plan or the GlobalSCAPE, Inc. 2000 Stock Option Plan;




 




d)               transfers which would be exempt from the

registration requirements of Section 5 of the Securities Act by virtue of the

exemption provided by Section 4(2) of the Securities Act if the transferor were

the issuer of common stock, provided that the transferee is subject to

the terms of this Agreement; or




 




; provided, however, that no

Shareholder may sell shares in a manner not permitted, or in an amount not

permitted, by law, including the rules applicable to “affiliates” under SEC

Rule 144, despite the availability of a permitted transfer under this Section

2.




 




3.             Stop Transfer Instructions.  Each Shareholder will agree to the entry of

stop transfer instructions with the Company’s transfer agent against the

transfer of the securities held by such Shareholder except in compliance with

the foregoing restrictions.  Promptly

upon execution of this Agreement, each shareholder who holds shares of Common

Stock in the name of a brokerage firm or other representative shall cause the

shares to be transferred into the name of the Shareholder.




 




4.             Headings.  Headings and captions are for convenience

only and are not to be used in the interpretation of this Agreement.




 




5.             Modification.  This Agreement may be modified as to any

Shareholder only by a written document that refers specifically to this

Agreement and is signed by GlobalSCAPE and that Shareholder.




 




6.             Governing

Law, Jurisdiction, Venue.  This Agreement shall be governed by the laws of the State of

Texas.  Sole and exclusive venue for any

dispute or disagreement arising under or relating to this agreement shall be in

a court sitting in Bexar County, San Antonio, Texas.




 




7.             Termination

of Employment.  This

Agreement shall terminate as to any Shareholder who is also an employee if the

Shareholder’s employment is terminated without cause.




 




8.             Severability.  If any provision of this Agreement shall be

adjudged by any court of competent jurisdiction to be unenforceable or invalid,

that provision shall be limited or




 




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eliminated to the minimum extent

necessary so that this Agreement shall otherwise remain in full force and

effect and enforceable.




 




9.             Waiver.  No failure to exercise or delay in

exercising any right under this Agreement will operate as a waiver of that

right, nor will any single or partial exercise of any right or power preclude

further exercise of that right or any other right.




 




10.          Final

Agreement. 

This Agreement, including exhibits, constitutes the final and complete

agreement of the parties with respect to its subject matter, and supercedes any

prior agreements, discussions or understandings, written or oral.




 




11.          Null and Void.  If shares of Common Stock do not begin to be

quoted on the OTCBB by March 15, 2002, this Agreement shall be null and void.




 




12.          Counterparts.  This Agreement may be signed in multiple

counterparts, which together will be deemed an original.  This Agreement shall be binding upon any

signing Shareholder notwithstanding the failure of any other Shareholder to

sign.




 




IN WITNESS

WHEREOF, the parties have executed this Agreement as of the              day of February, 2002




 




	

  GLOBALSCAPE,

  INC.


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

  Tim Nicolaou


  	

   


  
	

  Chief Executive Officer


  	

   


  
	

   


  	

   


  
	

  /s/ Tim

  Nicolaou


  	

  /s/ H.

  Doulgas Saathoff


  
	

  Tim Nicolaou


  	

  H. Douglas

  Saathoff


  
	

   


  	

   


  
	

  /s/ Sandra

  Poole-Christal


  	

   


  	

   


  
	

  Sandra Poole-Christal


  	

  Murray Nye


  
	

   


  	

   


  
	

  /s/ Brian

  Christal


  	

   


  	

   


  
	

  Brian

  Christal


  	

  Richard

  Benkendorf


  
	

   


  	

   


  
	

  /s/ Daniel

  P. McRedmond


  	

   


  	

   


  
	

  Daniel P.

  McRedmond


  	

  Carlos

  Kauachi


  
	

   


  	

   


  
	

  /s/ Arthur

  L. Smith


  	

   


  	

   


  
	

  Arthur L.

  Smith


  	

  Tomas Revesz


  
					





 




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