LOCK-UP AGREEMENT
September 24, 1998
Datatec Systems, Inc.
00 X Xxxxxxxx Xxx
Xxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx Xxxx
Gentlemen:
The undersigned is a holder of securities of Datatec Systems,
Inc., a Delaware corporation (the "Company"), and wishes to facilitate the
Company's solicitation of market makers and investors. The undersigned
recognizes that such solicitations will be of benefit to the undersigned.
The undersigned agrees that he will not for a period of one
year following the date hereof (the "Lock-Up Period"), sell (including a short
sale), offer to sell, contract to sell, pledge (including permitting a prior
pledge to remain outstanding) or otherwise dispose of directly or indirectly,
any shares of Common Stock of the Company, any options or warrants to purchase
any Common Stock of the Company, or any securities convertible into or
exchangeable for Common Stock of the Company (collectively, the "Securities"),
owned by the undersigned directly or indirectly (through an "affiliate," an
"associate", his wife, his children or otherwise). The foregoing is expressly
agreed to preclude the holder of Securities from engaging in any hedging or
other transaction that is designed to or reasonably expected to lead to, or
result in, a disposition of Securities even if such securities would be disposed
of by the undersigned subsequent to the Lock-Up Period or by someone other than
either of the undersigned.
Notwithstanding anything herein to the contrary, the
undersigned may sell up to 250,000 shares of Common Stock of the Company
following the Company's public announcement of the quarterly results of
operations for the three months ending October 31, 1998, provided, however, that
(i) the undersigned shall give Brookehill Equities, Inc. the exclusive
opportunity to purchase for its account or to sell for the account of the
undersigned all such shares that the undersigned chooses to make available at
the then current market price during the first five days following such
announcement, and (ii) subsequent to the expiration of such five day period, the
number of shares eligible
for sale by the undersigned for the remainder of the Lock-Up Period shall be
limited to 250,000 less the number of shares that Brookehill Equities, Inc.
agreed to purchase or place at the then current market price and all sales by
the undersigned shall be in compliance with the Company's xxxxxxx xxxxxxx policy
as in effect on the date hereof. In addition, during the Lock-Up Period (i) the
undersigned may sell any Common Stock of the Company for a purchase price equal
to or greater than $10.00 per share, (ii) the undersigned may transfer Common
Stock of the Company as a BONA FIDE gift or gifts, PROVIDED that he or she
provides prior written notice of such gift to the Company and the donee or
donees thereof agree in writing to be bound by the restrictions set forth
herein, and (iii) the Securities may be transferred by will or the laws of
descent and distribution (such transferee being bound by the foregoing
restrictions in the same manner as it applies to the undersigned).
The undersigned understands that this agreement is irrevocable
and agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent and registrar against the transfer of any of the Common
Stock held by each of the undersigned except in compliance with the foregoing
restrictions. The undersigned further acknowledges that Xxxxxx Xxxxxxxx Frome &
Xxxxxxxxxx LLP, securities counsel to the Company, will not issue an opinion as
to the legality of the transfer of the Shares until the expiration of the
Lock-Up Period.
Very truly yours,
/S/ XXXXXXXXXXX X. XXXXX
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Xxxxxxxxxxx X. Xxxxx
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