TO THE TRANSFER THAT, PRIOR TO OR CONCURRENTLY WITH SUCH TRANSFER,
THE TRANSFEREE EXECUTES AND DELIVERS TO THE COMPANY AN AGREEMENT, IN FORM AND
SUBSTANCE SATISFACTORY TO THE COMPANY, STATING THAT THE TRANSFEREE IS RECEIVING
AND AGREES TO HOLD THE RESTRICTED SHARES, AS THE CASE MAY BE, SUBJECT TO THE
PROVISIONS OF THIS LETTER AGREEMENT, AND THERE SHALL BE NO FURTHER TRANSFER OF
SUCH RESTRICTED SHARES, AS THE CASE MAY BE, EXCEPT IN ACCORDANCE WITH THIS
LETTER AGREEMENT.
FOR PURPOSES OF THIS LETTER AGREEMENT, "IMMEDIATE FAMILY"
SHALL MEAN ANY RELATIONSHIP BY BLOOD, MARRIAGE, OR ADOPTION, NOT MORE REMOTE
THAN FIRST COUSIN.
4.
WITHOUT LIMITING THE RESTRICTIONS
HEREIN, ANY DISPOSITION BY THE SECURITYHOLDER SHALL REMAIN AT ALL TIMES SUBJECT
TO APPLICABLE SECURITIES LAWS, INCLUDING WITHOUT LIMITATION THE
2
RESALE RESTRICTIONS IMPOSED BY RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF
1933, AS AMENDED.
5.
THE SECURITYHOLDER HEREBY AGREES THAT,
TO THE EXTENT THAT THE TERMS OF THIS LETTER AGREEMENT CONFLICT WITH OR ARE IN
ANY WAY INCONSISTENT WITH ANY REGISTRATION RIGHTS AGREEMENT OR SIMILAR AGREEMENT
TO WHICH THE SECURITYHOLDER IS A PARTY OR UNDER WHICH THE SECURITYHOLDER IS
ENTITLED TO ANY RIGHT OR BENEFIT, THIS LETTER AGREEMENT SUPERSEDES SUCH
REGISTRATION RIGHTS AGREEMENT OR SIMILAR AGREEMENTS.
6.
THE SECURITYHOLDER UNDERSTANDS THAT THE
COMPANY WILL PROCEED WITH THE MERGER IN RELIANCE ON THIS LETTER AGREEMENT.
7.
THIS AGREEMENT MAY BE AMENDED OR A
PROVISION HEREOF WAIVED ONLY IN A WRITING SIGNED BY THE COMPANY AND THE CONSENT
OF THE HOLDERS OF A MAJORITY OF THE COMMON STOCK ISSUED PURSUANT TO THE MERGER
AGREEMENT ("REQUIRED MAJORITY").
ANY AMENDMENT TO OR WAIVER OF THIS AGREEMENT
IMPLEMENTED PURSUANT TO A WRITING SIGNED BY THE COMPANY AND A REQUIRED MAJORITY
IN COMPLIANCE WITH THIS SECTION SHALL BE BINDING UPON SECURITYHOLDER AND, AS THE
CASE MAY BE, ITS SUCCESSORS OR ASSIGNS.
8.
THIS LETTER AGREEMENT SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY APPLICABLE CHOICE OF
LAW PROVISIONS.
9.
THE SECURITYHOLDER HEREBY REPRESENTS
AND WARRANTS THAT THE SECURITYHOLDER HAS FULL POWER AND AUTHORITY TO ENTER INTO
THIS LETTER AGREEMENT AND THAT THIS LETTER AGREEMENT HAS BEEN DULY AUTHORIZED
(IF APPLICABLE), EXECUTED AND DELIVERED BY THE SECURITYHOLDER AND IS A VALID AND
BINDING AGREEMENT OF THE SECURITYHOLDER.
ALL AUTHORITY HEREIN CONFERRED OR
AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF THE
SECURITYHOLDER AND ANY OBLIGATIONS OF THE SECURITYHOLDER SHALL BE BINDING UPON
THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE
SECURITYHOLDER.
[Remainder of Page Intentionally Left Blank]
3
Very truly yours
(Signature)
(Print Name)
(Print Name of Securityholder, if
Securityholder is an entity)
[Signature Page to Lock-Up Agreement]
4
Consent of Spouse
I, the spouse of the above-named Securityholder, acknowledge and agree that I am
bound by the terms of this Letter Agreement as to any and all interests I may
have in securities or options issued by the Company acquired, held or
beneficially owned by my spouse.
Print Name
[Consent of Spouse Signature Page