BETA OIL & GAS, INC.
LOCK-UP AGREEMENT
June _____, 1999
Beta Oil & Gas, Inc.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attn: Xx. Xxxxxx X. Xxxxx, President
Brookstreet Securities, Inc.
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Xx. Xxxxxxx Xxxxxx, President
Dear Messrs. Antry and Xxxxxx:
The undersigned was a participant in the bridge financing of Beta Oil &
Gas, Inc., as more expressly set forth in Exhibit A hereto. The shares acquired
by the undersigned in the bridge financing shall be referred to herein as the
"Bridge Shares".
1. The undersigned represents and warrants to you that the undersigned
owns the securities set forth in Exhibit A hereto.
2. The undersigned understands that the Company has filed a
registration statement (the "Registration Statement") on Form S-1 with the
Securities and Exchange Commission (Registration No. 333-68381) with respect to
the sale by the Company of up to certain securities issued by the Company (the
"Securities") on a "best efforts" basis. Such Securities and any other
securities of the Company sold pursuant to the Registration Statement, either in
addition to or in lieu of such Securities, are referred to herein as the
"Offered Securities." The undersigned further understands that the Company and
Brookstreet Securities, Inc. (the "Underwriter") intend to enter into an
underwriting agreement (the "Underwriting Agreement") in connection with the
public offering of the Offered Securities (the "Public Offering").
3. In order to induce the Company and the Underwriter to enter into the
Underwriting Agreement and to proceed with the Public Offering, the undersigned
agrees, for the benefit of the Company and the Underwriter, that the undersigned
will not, during the 12 month period immediately following the commencement of
trading of the Offered Shares on the NASDAQ Small Cap market, offer, pledge,
sell (which term includes a short sale or sale against the box), contract to
sell, grant an option for the sale of, or otherwise transfer or dispose of,
directly or indirectly, the Bridge Shares or any securities convertible or
exchangeable into the Bridge Shares (e.g., warrants, options, convertible notes
or convertible preferred stock) ("Derivative Securities"), owned by the
undersigned as of the date hereof.
The number of shares of Bridge Shares to which this Agreement relates
is set in Exhibit A hereto
Very truly yours,
By:_______________________________
Title:_______________________
EXHIBIT A
(1) Name and Address of the Bridge Participant:
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
(2) Number of Bridge Shares held by the Participant: ______________
