Exhibit 10.33
LOCKUP AGREEMENT
This Lockup Agreement ("Lockup Agreement") is made as of October 18, 2000 by and
between netcruise.com, inc. (the "Company") and Active Media Services, Inc. (the
"Purchaser").
To facilitate the sale of the common stock, par value $.0001 per share
(the "Common Stock"), of the Company purchased pursuant to a Stock Purchase
Agreement, between the Company and the Purchaser and to be registered with the
Securities and Exchange Commission under the terms of Section 1.2 of the
Purchaser Rights Agreement, between the Company and the Purchaser (the shares so
registered pursuant to such agreement being referred to as the "Registered
Shares"), the Purchaser agrees and represents to the Company that for each of
the two requested registrations:
(i) from the period beginning on the date that a registration of the
Registered Shares is effective (the "Effective Date") and ending 90 days
thereafter, the Purchaser will not directly or indirectly make, agree to or
cause any offer, sale, loan, pledge, or other disposition of or otherwise
transfer more than 250,000 Registered Shares;
(ii) from the period beginning 90 days after the Effective Date and
ending 180 days after the Effective Date, the Purchaser will not directly or
indirectly make, agree to or cause any offer, sale, loan, pledge, or other
disposition of or otherwise transfer more than an additional 250,000 Registered
Shares;
(iii) from the period beginning 180 days after the Effective Date and
ending 270 days after the Effective Date, the Purchaser will not directly or
indirectly make, agree to or cause any offer, sale, loan, pledge, or other
disposition of or otherwise transfer more than an additional 250,000 Registered
Shares;
(iv) from the period beginning 270 days after the Effective Date and
ending 360 days thereafter, the Purchaser will not directly or indirectly make,
agree to or cause any offer, sale, loan, pledge, or other disposition of or
otherwise transfer more than a further 250,000 Registered Shares.
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(v) The Purchaser consents to the entry of stop-transfer instructions
with the Company's transfer agent against the transfer of, and authorizes the
Company to cause the transfer agent to decline to transfer, any of the
Registered Shares, provided that such instructions are in strict accordance with
the terms described above.
(vi) The Purchaser hereby represents and warrants that the Purchaser
has full power and authority to enter into the agreements set forth herein and
that, upon reasonable request, the Purchaser will execute any additional
documents necessary or desirable in connection with the enforcement hereof. All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the Purchaser, and any obligations of the Purchaser shall be
binding upon the successors, and assigns of the Purchaser.
(vii) For the avoidance of doubt, the parties hereto acknowledge and
agree that the limitations with respect to the sale of a limited number of
Registered Shares agreed to in this Lockup Agreement shall not apply to or limit
the sale of other Common Stock owned by the Purchaser which: (1) may be
registered pursuant to Section 1.3 of the Purchaser Rights Agreement; or (2) may
otherwise be sold under certain exemptions to registration pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the
date above set forth.
Active Media Services, Inc.
By: /s/___________________
Arthur Wagner
President
netcruise.com, inc.
By: /s/___________________
Lawrence E. Burk
President
