AIXD » Topics » LOCK-UP AGREEMENT

This excerpt taken from the AIXD 8-K filed Aug 29, 2007.
LOCK-UP AGREEMENT

 

August 24, 2007

 

To: The Purchasers of 10% Senior Notes of Access Integrated Technologies, Inc.

 

 

Re:

Securities Purchase Agreement dated August 24, 2007 (the “Purchase Agreement”) by and among Access Integrated Technologies, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and collectively referred to as the “Purchasers”)

Ladies and Gentlemen:

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

 

Pursuant to the Purchase Agreement and in satisfaction of a condition of the Purchasers’ obligations under the Purchase Agreement, the undersigned agrees that, during the period beginning on the date hereof and ending on the earlier of (i) the six-month anniversary of the date hereof or (ii) the termination of the employment of the undersigned by the Company (the “Lock-Up Period”), he/she will not, other than through intra-family transfers, transfers to trusts for estate planning purposes or charitable donations, (1) offer, announce the intention to sell, 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, put, pledge or otherwise transfer or dispose of, directly or indirectly, any shares of the common stock of the Company (“Common Stock”) or any securities convertible into or exercisable or exchangeable for such Common Stock (including, but not limited to, except as set forth in this letter, common stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant or which may be issued upon conversion of convertible preferred stock) or (2) enter into any swap, option, future, forward or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any securities of the Company which are substantially similar to the Common Stock, including, but not limited to, any security convertible into or exercisable or exchangeable for Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise; provided, however, that, notwithstanding anything contained herein to the contrary during the Lock-Up Period, the undersigned may sell up to 10,000 shares of Common Stock during any selling window under the Company’s insider trading policy.

 

This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

 


The undersigned hereby represents that it beneficially owns _____________ shares of Class A Common Stock, par value $0.001 per share, and _______________ shares of Class B Common Stock, par value $0.001 per share.

 

Very truly yours,

 

By: ________________________

Name:

 


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