UNITED SHIPPING & TECHNOLOGY, INC. ("COMPANY")
STOCK RESTRICTION AGREEMENT
September 1, 2000
TH Lee.Putnam Internet Partners, L.P.
200 Madison Avenue
Suite 1900
New York, New York 10016
Dear Sirs:
The undersigned understands that TH Lee.Putnam Internet Partners,
L.P. ("TH Lee") and other of its affiliated parties (together, the
"Purchasers") intend to enter into a Securities Purchase Agreement (the
"Agreement"), to purchase certain shares of Series C Convertible Preferred
Stock of the Company (the "Preferred Stock").
To induce the Purchasers to enter into the Agreement and purchase
the Preferred Stock, the undersigned hereby agrees that until one or more
of the following events occur (together the "Conditions" and each a
"Condition"):
(i) The Company achieves three (3) consecutive months of positive
consolidated EBITDA (as that term is defined in the Credit
Agreement by and between General Electric Credit Corporation and
UST Delivery Systems, Inc. dated as of September 24, 1999), or 180
days following the date of the first issue of the Preferred Stock,
whichever is the later; or
(ii) The undersigned suffers death or permanent disability; or
(iii) The undersigned's employment with the Company is terminated for
any reason; or
(iv) The Company undergoes a Change of Control (as that term is defined
in the Certificate of Designation filed with respect to the
Preferred Stock as of the date hereof); or
(v) The average traded Market Value (as that term is defined in the
Purchase Agreement), over any three consecutive trading days, of
the Preferred Stock held by the Purchasers is less than
$1,000,000,
the undersigned will not offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any of his shares of Common Stock or
other capital stock of the Company (the "Stock") or any securities
convertible into or exercisable or exchangeable for such Stock, whether now
owned or hereinafter acquired, owned directly by the undersigned (including
holding as custodian) or with respect to which the undersigned has
beneficial ownership within the rules and regulations of the Securities and
Exchange Commission (collectively, the "Undersigned's Shares"), or enter
into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of Common Stock,
whether any such transaction described above is to be settled by delivery
of Stock or other securities, in cash or otherwise (the "Sale
Restrictions"), provided that with respect to any event set forth in
paragraphs (ii), (iii) and (iv) above, the Sale Restrictions shall continue
to apply until 90 days following the date of such event.
This Stock Restriction Agreement shall become effective on the
date hereof and shall automatically terminate upon the Condition being
satisfied.
Very truly yours,
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(Name)
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(Address)
