LOCK-UP AGREEMENT
This AGREEMENT (the "Agreement") is made as of the 11th day of October,
2000, between the undersigned former stockholder (the "Undersigned") of
interMETHODS Limited, a United Kingdom company ("interMETHODS") and Vizacom
Inc., a Delaware corporation (the "Company").
NOW, THEREFORE, for good and valuable consideration, including the
agreements by certain other former stockholders of interMETHODS to be similarly
bound, the sufficiency and receipt of which consideration are hereby
acknowledged, the Undersigned agrees as follows:
1. Background. The Undersigned acknowledges that the Company has required, and
interMETHODS on has agreed to assist the Company in obtaining, agreements from
all former stockholders of interMETHODS, to refrain from selling certain
quantities of securities of the Company for a period of up to twenty-four (24)
months following the completion of the acquisition (the "Acquisition") of all of
the issued and outstanding capital stock of interMETHODS by the Company pursuant
to the Share Purchase Agreement (the "Purchase Agreement"), dated as of the date
hereof, among the Company, interMETHODS and the interMETHODS shareholders set
forth therein. To induce the Company to proceed with the Acquisition and other
stockholders of interMETHODS to make similar agreements and as a condition to
the closing of the Acquisition, the Undersigned has entered into this Agreement.
2. Restriction. The Undersigned hereby agrees that from the closing of the
Acquisition to and including a date 24 months thereafter, the Undersigned will
not directly or indirectly, issue, offer to sell, grant an option for the sale
of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of
any shares of common stock, par value $.001 per share (the "Common Stock") or
securities convertible into, exercisable or exchangeable for or evidencing any
right to purchase or subscribe for any shares of Common Stock (either pursuant
to Rule 144 under the Securities Act of 1933, as amended, or otherwise) or
dispose of any beneficial interest therein without the prior written consent of
the President of the Company, except that the Undersigned may sell in brokerage
transactions in the aggregate (a) up to ten percent (10%) of the shares of
Common Stock owned beneficially or of record by the Undersigned (the "Stock")
during the period from six (6) months after the date hereof (the "Closing Date")
until twelve (12) months thereafter; (b) an additional ten (10%) percent of the
Stock during the period from twelve (12) months after the Closing Date until
eighteen (18) months thereafter; (c) an additional 10% of the Stock during the
period from 18 months after the Closing Date until 24 months thereafter; and (d)
any remaining Stock after 24 months of the Closing Date. The Undersigned further
agrees that the Company is authorized to place "stop orders" on its books to
prevent any transfer of securities of the Company by the Undersigned in
violation of this Agreement. Notwithstanding the foregoing, if any Escrow Shares
are released from escrow to the Undersigned during the Restricted Term in
connection with the payment of a claim for indemnification by the Company
pursuant to Section 4.7 of the Purchase Agreement, such shares of Common Stock
so released shall not be subject to the foregoing limitations on the amount of
shares of Common Stock which the Undersigned may Transfer.
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3. Reliance by the Company and Other Stockholders. The Undersigned acknowledges
that the Company is relying upon the agreements of the Undersigned contained
herein, and that the failure of the Undersigned to perform the agreements
contained herein could have a detrimental effect upon any proposed offering.
Accordingly, the Undersigned understands and agrees that the Undersigned's
agreements herein are irrevocable.
4. Miscellaneous.
(a) At any time, and from time to time, after the signing of this Agreement, the
Undersigned will execute such additional instruments and take such action as may
be reasonably requested by the Company to carry out the intent and purposes of
this Agreement.
(b) This Agreement shall be governed, construed and enforced in accordance with
the laws of the State of New York, except to the extent that the securities laws
of the State in which the Undersigned resides and federal securities laws may
apply.
(c) This Agreement contains the entire agreement of the Undersigned with respect
to the subject matter hereof. (d) This Agreement shall be binding upon the
Undersigned, his legal representatives, successors and assigns. (e) All
capitalized terms used herein without definition shall have the meaning ascribed
to them in the Purchase Agreement.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have executed this Agreement as of the day and year first above written.
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Name: NAME OF STOCKHOLDER
VIZACOM INC.
By:
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Name:
Title:
