NEIDIGER/TUCKER/BRUNER, INC.
BARCLAY PLAZA, 300 PLAZA LEVEL
1675 LARIMER
DENVER, CO 80202
303/825-1825
Neidiger, Tucker, Bruner, Inc.
300 Plaza Level, Suite 300
1675 Larimer Street
Denver, Colorado 80202
Gentlemen:
The undersigned hereby confirms that he/she/it is an owner of shares
of common stock of Cavion Technologies, Inc. (the "Company") and/or other
securities or instrument which is convertible or exchangeable for shares
of the Company's common stock. The undersigned understands that Neidiger,
Tucker, Bruner, Inc. ("NTB"), acting as representative of the several
underwriters, proposes to enter into an underwriting agreement with the
Company providing for a public offering of shares of the Company's common
stock (the "Shares") by NTB and the several underwriters.
In consideration of the Company, NTB and the several underwriters
entering into the underwriting agreement and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
undersigned agrees that the undersigned will not, without NTB's prior
written consent, offer for sale, contract to sell, sell, distribute, grant
any option or other right to purchase or otherwise dispose of or contract
to dispose of any of their shares of the Company's common stock (or any
other security or instrument convertible or exchangeable into shares of
the Company's common stock) for a period of 9 months from the date the
registration statement covering the public offering of the Shares is
declared effective under the Securities Act of 1933, as amended (the
"Act") by the Securities and Exchange Commission. The undersigned further
agrees for a period of 18 months from the effective date of the
registration statement covering the public offering of the Shares, that
any public sale of the Company's common stock by the undersigned, either
pursuant to Rule 144 (or comparable provision) of the rules and
regulations of the Securities and Exchange Commission, will be made only
in a transaction or transactions through or directly with NTB, provided
that NTB's compensation therefore is competitive with other
broker/dealers.
The undersigned agrees and consents to the entry of stop transfer
instructions with the transfer agent for the Company's common stock
against any transfer of common stock by the undersigned in contravention
of the foregoing restrictions. The undersigned understands that NTB, the
Company and the several underwriters will rely upon the undersigned's
agreements set forth herein in proceeding with the public offering of the
Shares. The undersigned understands that his/her/its agreements herein
are irrevocable and shall be binding upon, extend and inure to the benefit
of the undersigned's heirs, legal representatives, successors, assigns,
transferees, grantees, and indemnitees.
Notwithstanding the foregoing, the undersigned may transfer any or
all of the undersigned's shares during the stated term of the restrictions
covered by this agreement, either during his lifetime, or on death by will
or intestacy, to his immediate family or to a trust the beneficiaries of
which are exclusively the undersigned and/or a member or members of his
immediately 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 in accordance with
the agreements of the undersigned set forth herein. For purposes of this
paragraph, "immediate family" shall mean spouse, lineal descendant,
father, mother, brother or sister of the transferor.
The undersigned represents and warrants that he/she/it has full power
and authority to enter into this agreement and that upon the reasonable
request of NTB, the undersigned will execute any additional documents to
effect the purposes of this agreement or to facilitate the enforcement
thereof.
In the event of a dispute between the undersigned and NTB concerning
the enforcement or interpretation of the undersigned's agreements herein
whether by legal proceedings or otherwise, the undersigned shall promptly
reimburse NTB for attorneys fees and other expenses on account of such
dispute.
The agreements herein of the undersigned shall terminate
automatically if and in the event the registration statement covering the
public offering of the Shares has not been declared effective by December
31, 1999 under the Act by the Securities and Exchange Commission.
This agreement shall be governed by and construed in accordance with
the laws of the State of Colorado, without reference to its conflicts of
laws principles.
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Signature of Shareholder Date
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Name of Shareholder (type or print)
- -----------------------------------
Address of Shareholder (type or print)
- -----------------------------------
Shareholder's Social Security Number or Tax I.D. Number
- -----------------------------------
Shareholder's telephone and facsimile number
NEIDIGER/TUCKER/BRUNER, INC.
BARCLAY PLAZA, 300 PLAZA LEVEL
1675 LARIMER
DENVER, CO 80202
303/825-1825
Neidiger, Tucker, Bruner, Inc.
300 Plaza Level, Suite 300
1675 Larimer Street
Denver, Colorado 80202
Gentlemen:
The undersigned hereby confirms that the undersigned is an officer
and/or director of Cavion Technologies, Inc. (the "Company") and/or holder
of 5% or more of the Company's common stock (or securities or other
instrument convertible or exchangeable into shares of the Company's common
stock). The undersigned understands that Neidiger, Tucker, Bruner, Inc.
("NTB"), acting as representative of the several underwriters, proposes to
enter into an underwriting agreement with the Company providing for a
public offering of shares of the Company's common stock (the "Shares") by
NTB and the several underwriters.
In consideration of the Company, NTB and the several underwriters
entering into the underwriting agreement and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
undersigned agrees that the undersigned will not, without NTB's prior
written consent, offer for sale, contract to sell, sell, distribute, grant
any option or other right to purchase or otherwise dispose of or contract
to dispose of any of their shares of the Company's common stock (or any
other security or instrument convertible or exchangeable into shares of
the Company's common stock) for a period of 12 months from the date the
registration statement covering the public offering of the Shares is
declared effective under the Securities Act of 1933, as amended (the
"Act") by the Securities and Exchange Commission. The undersigned further
agrees for a period of 18 months from the effective date of the
registration statement covering the public offering of the Shares, that
any public sale of the Company's common stock by the undersigned, either
pursuant to Rule 144 (or comparable provision) of the rules and
regulations of the Securities and Exchange Commission, will be made only
in a transaction or transactions through or directly with NTB, provided
that NTB's compensation therefore is competitive with other
broker/dealers.
The undersigned agrees and consents to the entry of stop transfer
instructions with the transfer agent for the Company's common stock
against any transfer of common stock by the undersigned in contravention
of the foregoing restrictions. The undersigned understands that NTB, the
Company and the several underwriters will rely upon the undersigned's
agreements set forth herein in proceeding with the public offering of the
Shares. The undersigned understands that his/her/its agreements herein
are irrevocable and shall be binding upon, extend and inure to the benefit
of the undersigned's heirs, legal representatives, successors, assigns,
transferees, grantees, and indemnitees.
Notwithstanding the foregoing, the undersigned may transfer any or
all of the undersigned's shares during the stated term of the restrictions
covered by this agreement, either during his lifetime, or on death by will
or intestacy, to his immediate family or to a trust the beneficiaries of
which are exclusively the undersigned and/or a member or members of his
immediately 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 in accordance with
the agreements of the undersigned set forth herein. For purposes of this
paragraph, "immediate family" shall mean spouse, lineal descendant,
father, mother, brother or sister of the transferor.
The undersigned represents and warrants that he/she/it has full power
and authority to enter into this agreement and that upon the reasonable
request of NTB, the undersigned will execute any additional documents to
effect the purposes of this agreement or to facilitate the enforcement
thereof.
In the event of a dispute between the undersigned and NTB concerning
the enforcement or interpretation of the undersigned's agreements herein
whether by legal proceedings or otherwise, the undersigned shall promptly
reimburse NTB for attorneys fees and other expenses on account of such
dispute.
The agreements herein of the undersigned shall terminate
automatically if and in the event the registration statement covering the
public offering of the Shares has not been declared effective by December
31, 1999 under the Act by the Securities and Exchange Commission.
This agreement shall be governed by and construed in accordance with
the laws of the State of Colorado, without reference to its conflicts of
laws principles.
- ----------------------------------- -------------------
Signature of Shareholder Date
- -----------------------------------
Name of Shareholder (type or print)
- -----------------------------------
Address of Shareholder (type or print)
- -----------------------------------
Shareholder's Social Security Number or Tax I.D. Number
- -----------------------------------
Shareholder's telephone and facsimile number