FLASHNET COMMUNICATIONS, INC.
LOCK-UP AGREEMENT
BancBoston Xxxxxxxxx Xxxxxxxx Inc.
X.X. Xxxxxxxx & Co.
EVEREN Securities, Inc.
c/o BancBoston Xxxxxxxxx Xxxxxxxx Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies/Gentlemen:
The undersigned understands that you, as representatives, propose to enter
into an Underwriting Agreement (the "Underwriting Agreement") on behalf of the
several Underwriters to be named on Schedule A to such agreement (collectively,
the "Underwriters"), with FlashNet Communications, Inc. (the "Company")
providing for an initial public offering (the "Public Offering") of certain
shares of the Common Stock of the Company (the "Shares") pursuant to a
Registration Statement on Form S-1 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission").
In consideration of the agreement by the Underwriters to offer and sell the
Shares in the Public Offering, and of certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees that the undersigned will not, for a period of 180 days from
the date that the Registration Statement is declared effective by the Commission
(the "Lock-Up Period"), offer to sell, contract to sell, or otherwise sell,
dispose of, loan, pledge or grant any rights with respect to (collectively, a
"Disposition") any shares of Common Stock, any options or warrants to purchase
any shares of Common Stock or any securities convertible into or exchangeable
for shares of Common Stock (collectively, "Securities"), now owned directly by
the undersigned or hereafter acquired by the undersigned or with respect to
which the undersigned has the power of disposition or hereafter acquires the
power of disposition, otherwise than (i) as a bona fide gift or gifts, provided
the donee or donees thereof agree in writing to be bound by this restriction,
(ii) as a distribution to partners or shareholders of the undersigned, provided
that the distributees thereof agree in writing to be bound by the terms of this
restriction, or (iii) with the prior written consent of BancBoston Xxxxxxxxx
Xxxxxxxx Inc.
The undersigned agrees that the foregoing restriction expressly precludes
the undersigned from engaging in any hedging or other transaction which is
designed to or reasonably expected to lead to or result in a Disposition of
Securities during the Lock-Up Period, even if such Securities would be disposed
of by someone other than the undersigned. Such prohibited hedging or other
transactions would include, without limitation, any short sale (whether or not
against the box) or any purchase, sale or grant of any right (including,
without limitation, any put or call option) with
LOCK-UP AGREEMENT Page 1
respect to any Securities or with respect to any security (other than a
broad-based market basket or index) that includes, relates to or derives any
significant part of its value from Securities. Furthermore, the undersigned
also agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent against the transfer of the Securities held by the
undersigned except in compliance with this restriction.
In addition, the undersigned agrees that, without the prior written consent
of BancBoston Xxxxxxxxx Xxxxxxxx Inc., the undersigned will not, during the
Lock-Up Period, make any demand for or exercise any right with respect to, the
registration of Securities.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Public 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.
If for any reason the Underwriting Agreement shall be terminated prior to
the closing of the delivery of the Shares to the Underwriters thereunder, this
Lock-Up Agreement shall likewise be terminated.
Dated: October 8, 1998
Very truly yours,
For Entity: For Individual:
/s/ M. Xxxxx Xxxxxx
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M. Xxxxx Xxxxxx
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By:
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Its: Additional Signature (if held jointly)
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(Print Name)
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