Exhibit 4.6
, 1998
--------------
Xxxxxxx Xxxxxxxx Securities Corporation
00 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
Xxxxxx Xxxxxxx & Associates, Inc.
RE: FIRSTLINK COMMUNICATIONS, INC.
AGREEMENT NOT TO SELL
Ladies and Gentlemen:
Reference is made to a proposed public offering of 1,400,000 Units
consisting of 1,400,000 Shares of Common Stock and 1,400,000 Warrants
(collectively, the "Securities") of FirstLink Communications, Inc. (the
"Company") pursuant to a Registration Statement and prospectus included therein
(the "Registration Statement" and the "Prospectus") to be filed with the
Securities and Exchange Commission and to be underwritten by Xxxxxxx Xxxxxxxx
Securities Corporation as representative of the several underwriters to be named
in an underwriting agreement (the "Representative").
In consideration of the offer and sale of the Securities by the Company and
the underwriters and of other valuable consideration, the receipt of which is
hereby acknowledged, the undersigned agrees not to offer, sell, contract to
sell, pledge, hypothecate, grant any option to purchase or otherwise dispose of
(the "Resale Restrictions") any shares of common stock of the Company or any
securities convertible into or exchangeable for common stock of the Company
beneficially owned or otherwise held by the undersigned as of the date of this
letter or acquired on or prior to the date of effectiveness of the Registration
Statement or issuable upon exercise of options or warrants held by the
undersigned on such dates (collectively, the "Shares") for the period specified
hereafter without the prior written consent of the Representative. Such
restrictions shall apply to the total number of Shares for a period of twelve
months after the date of the Final Prospectus (the "Restriction Period").
As a reasonable means of ensuring compliance with the terms of this
Agreement, the undersigned further agrees that the Company may instruct the
transfer agent for the Shares to place a transfer restriction on such transfer
agent's records.
Notwithstanding the foregoing, if the undersigned is an individual, he or
she may transfer any or all of the Shares either during his or her lifetime or
on death by will or intestacy to his or her immediate family or to a trust, the
beneficiaries of which are exclusively the undersigned and/or a member or
members of his or her immediate family; provided, however, that in any such case
it shall be a condition to the transfer that the transferee execute an agreement
stating that the transferee is receiving and holding the Shares subject to the
provisions of this Agreement, and there shall be no further transfer of such
Shares except in accordance with this Agreement. For purposes of this
paragraph, "immediate family" shall mean spouse, lineal descendant, father,
mother, brother or sister of the transferor.
In addition, notwithstanding the foregoing, if the undersigned is a
partnership, the partnership may transfer any Shares to a partner of such
partnership or a retired partner of such partnership who retires after the date
hereof, or to the estate of any such partner or retired partner, and any partner
who is an individual may transfer Shares by gift, will or intestate succession
to his or her immediate family (as defined above) or ancestors; and if the
undersigned is a corporation, the corporation may transfer Shares to any
shareholder of such corporation and any shareholder who is an individual may
transfer Shares by gift, will or intestate succession to his or her immediate
family (as defined above) or ancestors; provided, however, that in any such
case, it shall be a condition to the transfer that the transferee execute an
agreement stating that the transferee is receiving and holding the Shares
FirstLink Communications, Inc.
Lock-up Agreement
Page 2
subject to the provisions of this Agreement, and there shall be no further
transfer of such Shares except in accordance with this Agreement.
This agreement shall be enforceable by the Company and the Representative,
or either of them, and shall bind and inure to the benefit of their respective
successors, personal representatives, heirs, and assigns.
Very truly yours,
By:
-------------------------------- ----------------------------------
Shares of common stock subject Signature
to this Agreement after closing of
public offering
----------------------------------
Printed name of person or entity
----------------------------------
Title if signing for an entity
