EXHIBIT 99.3
Form of Lock-Up Agreement
(Exhibit A to Underwriting Agreement)
__________, 2000
Xxxxxxx, Xxxxx & Co.
Credit Suisse First Boston Corporation
Xxxxxx Xxxxxx Partners LLC
Wit SoundView Corporation
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: StorageNetworks, Inc. Initial Public Offering
---------------------------------------------
Ladies and Gentlemen:
The undersigned understands that you, as representatives (the
"Representatives"), propose to enter into an Underwriting Agreement on behalf of
the several Underwriters named in Schedule I to such agreement (collectively,
the "Underwriters"), with StorageNetworks, Inc., a Delaware corporation (the
"Company"), providing for a public offering (the "Offering") of the Common Stock
of the Company (the "Shares") pursuant to a Registration Statement on Form S-1
to be filed with the Securities and Exchange Commission (the "SEC").
In consideration of the agreement by the Underwriters to offer and sell the
Shares, and of other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the undersigned agrees that, during the period
beginning from the date of the final Prospectus covering the public offering of
the Shares and continuing to and including the date 180 days after the date of
such final Prospectus, the undersigned will not offer, sell, contract to sell,
pledge, grant any option to purchase, make any short sale or otherwise dispose
of any shares of Common Stock of the Company, or any options or warrants to
purchase any shares of Common Stock of the Company, or any securities
convertible into, exchangeable for or that represent the right to receive shares
of Common Stock of the Company owned directly by the undersigned (including
holding as a custodian) or with respect to which the undersigned has beneficial
ownership within the rules and regulations of the SEC (collectively the
"Undersigned's Shares"); provided, however, that, so long as the undersigned is
not a director or executive officer of the Company, the prohibitions of this
sentence shall not apply to shares of Common Stock (other than shares which are
restricted securities within the meaning of the Securities Act of 1933)
purchased by the undersigned in the open market after the consummation of the
Offering or shares purchased from the Underwriters in connection with the
Company's directed share program.
The foregoing restriction is expressly agreed to preclude the undersigned
from engaging in any hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or disposition of
the Undersigned's Shares even if such Shares would be disposed of by someone
other than the undersigned. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale or grant of any
right (including without limitation any put or call option) with respect to any
of the Undersigned's Shares or with respect to any security that includes,
relates to, or derives any significant part of its value from such Shares.
Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee
or donees thereof agree to be bound in writing by the restrictions set forth
herein, (ii) to any trust, limited partnership or other entity for the direct or
indirect benefit of the undersigned or the immediate family of the undersigned,
provided that the trustee of the trust or the authorized officer of the
partnership or other entity agrees to be bound in writing by the restrictions
set forth herein, and provided further that any such transfer shall not involve
a disposition for value, (iii) to any third party granted an interest in the
Undersigned's Shares by will or under the laws of descent, provided that the
donee agrees to be bound in writing by the restrictions set forth herein, or
(iv) with the prior written consent of Xxxxxxx, Xxxxx & Co. on behalf of the
Underwriters. For purposes of this Lock-Up Agreement, "immediate family" shall
mean any relationship by blood, marriage or adoption, not more remote than first
cousin. In addition, notwithstanding the foregoing, if the undersigned is a
corporation, limited partnership, limited liability company or trust, such
entity may transfer the capital stock of the Company to any wholly-owned
subsidiary of such entity or to an affiliate of such entity, as such term is
defined in Rule 405 promulgated under the Securities Act of 1933, as amended;
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 such capital stock subject to the provisions of this
Agreement and there shall be no further transfer of such capital stock except in
accordance with this Agreement, and provided further that any such transfer
shall not involve a disposition for value. The undersigned now has, and, except
as contemplated by clause (i), (ii), or (iii) above, for the duration of this
Lock-Up Agreement will have, good and marketable title to the Undersigned's
Shares, free and clear of all liens, encumbrances, and claims whatsoever. The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company's transfer agent and registrar against the transfer of the
Undersigned's Shares except in compliance with the foregoing restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns.
Very truly yours,
________________________________________
Name:
