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EXHIBIT 2
August 22, 2000
Commonwealth Associates, L.P.
830 Third Avenue
New York, NY 10022
RE: Lock-Up
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Gentlemen:
In connection with the private placement of securities (the "Private
Placement") of drkoop.com, Inc. (the "Company") through Commonwealth Associates,
L.P. (the "Placement Agent"), the undersigned hereby represents that during the
period commencing on the date hereof and ending twelve months from the last
closing of the Private Placement (the "Lock-Up Period"), the undersigned will
not, directly or indirectly (including, without limitation, through the entering
into of a cash-settled derivative instrument), offer for sale, sell, contract
for sale, assign, transfer, pledge or otherwise dispose of any securities of the
Company that are currently held by the undersigned or that are acquired by the
undersigned during the Lock-Up Period (or securities of any successor received
in exchange therefor). The undersigned acknowledges that any securities of the
Company subject to the foregoing lock-up may bear a legend thereon identifying
the foregoing restrictions or otherwise may be subject to stop-transfer
instructions issued by the Company.
Notwithstanding the foregoing, if the undersigned is an individual, he or
she may transfer any securities of the Company either during his or her lifetime
or on death by will or intestacy to his or her immediate family or to a
custodian, trustee (including a trustee of a voting trust), executor or other
fiduciary for the account of his or her immediate family, a trust, the
beneficiaries of which are exclusively the undersigned and/or a member or
members of his or her immediate family, or a charitable remainder trust;
provided that such transferee agrees to be bound by the provisions of this lock-
up agreement. For the purposes of this paragraph, "immediate family" shall mean
spouse, lineal descendant, father, mother, brother or sister of the transferor,
or lineal descendant of brother or sister of the transferor.
The Placement Agent, by signing below, covenants that it will not sell,
assign or transfer any of its Bridge Warrants, Agency Warrants, or their
underlying shares of stock unless the lock-up period applicable to Dr. C.
Everett Koop and Messrs. Donald Hackett, Louis Scalpati, Richard M. Rosenblatt,
Edward A. Cespedes, and Stephen Plutsky has expired or all of the aforementioned
individuals have been released form their lock-up agreements; provided, however,
without limiting the foregoing, the Placement Agent may sell, assign or transfer
such securities to its affiliates and employees provided they agree to be bound
by the terms of this paragraph.
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_______________________ ___________________________
Signature Signature of Co-Owner
_______________________ ___________________________
Print Name Print Name
Agreed and Acknowledged
Commonwealth Associates, L.P.
By: Commonwealth Associates Management Company, Inc.,
its general partner
_________________________
Name:
Title:
