Form of Lock-Up Agreement


    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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