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Exhibit 4
September __, 1999
E-greetings Network
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Credit Suisse First Boston Corporation
BancBoston Xxxxxxxxx Xxxxxxxx Inc.
c/o Credit Suisse First Boston Corporation
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
As an inducement to the Underwriters to execute the Underwriting
Agreement, pursuant to which an offering will be made that is intended to result
in the establishment of a public market for the Common Stock (the "SECURITIES")
of E-greetings Network (the "COMPANY"), the undersigned hereby agrees that it
will not, during the period commencing on the date hereof and ending 180 days
("THE LOCK-UP PERIOD") after the date of the final prospectus (the "COMMENCEMENT
DATE") relating to the offering of shares of the Securities pursuant to the
Underwriting Agreement, offer, sell, contract to sell, pledge or otherwise
dispose of, directly or indirectly, any shares of Securities or securities
convertible into or exchangeable or exercisable for any shares of Securities, or
publicly disclose the intention to make any such offer, sale, pledge or disposal
without the prior written consent of Credit Suisse First Boston Corporation (the
"REPRESENTATIVE"). The foregoing sentence shall not apply to (a) the sale of any
shares of Securities to the Underwriters pursuant to the Underwriting Agreement;
(b) transactions relating to Securities acquired in open market transactions
after the Commencement Date; (c) any (i) bona fide gift or (ii) transfer to the
undersigned's immediate family or to a trust for the benefit of the undersigned,
his or her immediate family, or both; or (d) any transfer by the undersigned, if
the undersigned is a corporation or partnership (i) to another corporation or
partnership if the transferee and the undersigned are affiliates of the
undersigned or (ii) as part of a distribution without consideration from the
undersigned to its equity holders on a pro rata basis in accordance with the
equity holder's percentage ownership of the undersigned; provided, however,
that, as a condition of any such transfer pursuant to clause (c) or (d) of this
paragraph, each transferee shall agree to be bound by the terms hereof and shall
execute an agreement substantially in the form hereof which the transferor shall
cause to be delivered to the Representative prior to any such transfer.
In addition the undersigned agrees that without the prior written
consent of Credit Suisse First Boston Corporation, it will not during the
Lock-Up Period make any demand for or exercise any right with respect to the
registration of any shares of Common Stock or securities convertible into or
exercisable or exchangeable for Common Stock.
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In furtherance of the foregoing, the Company and its transfer agent and
registrar are hereby authorized to decline to make any transfer of shares of
Securities if such transfer would constitute a violation or breach of this
Agreement.
This Agreement shall be binding on the undersigned and the respective
successors, heirs, personal representatives and assigns of the undersigned and
its affiliates. This agreement shall lapse and become null and void if the
Commencement Date shall not have occurred on or before April 1, 2000.
Very truly yours,
Xxxxxx Greetings, Inc.
By: /s/ Xxxxx X. X'Xxxxxxx
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Print Name: Xxxxx X. X'Xxxxxxx
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Title: Chairman, President and CEO
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