1
Exhibit 10.15
LOCK-UP AGREEMENT
____________, 1997
Sterne, Agee & Xxxxx, Inc.
0000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxxxxx, Xxxxxxx 00000
Gentlemen:
In order to induce you and 2Connect Express, Inc., a Florida corporation
(the "Company"), to enter into an underwriting agreement with respect to the
public offering (the "Offering") of up to 977,500 Units ("Units"), each Unit of
which consists of three (3) shares of Common Stock, par value $.01 per share
("Common Stock"), and one (1) Common Stock Purchase Warrant ("Warrant")
(including 127,500 Units issuable solely to cover over-allotments, if any) of
the Company, I hereby agree that for the period of 18 months commencing on the
date on which the Company's registration statement, filed with respect to the
Offering, under the Securities Act of 1933, as amended (the "Act"), becomes
effective under the Act, I will not, without your prior written consent,
publicly offer, sell, contract to sell, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, any Units or any shares of Common
Stock or any security or other instrument which by its terms is convertible
into, or exercisable for, shares of Common Stock or other securities of the
Company, including, without limitation, any shares of Common Stock issuable
pursuant to the terms of any employee stock options other than as a bona fide
gift or gifts, provided the donee or donees thereof agree in writing to be
bound by this restriction, or with the prior written consent of Sterne, Agee &
Xxxxx, Inc. In order to enable you to enforce the aforesaid restrictions on
transfer, I hereby agree that the Company may impose stop-transfer instructions
with respect to the securities of the Company owned beneficially or of record by
me, and affix to the certificates evidencing such securities a restrictive
legend to such effect, in each case until the end of such 18 month period.
This letter agreement shall be governed by, and construed in accordance
with, the laws of the State of Alabama, without giving effect to conflict of
law principles.
________________________________________
Signature
________________________________________
Name (please print or type)
________________________________________
Address (please print or type)
________________________________________
Print Social Security Number