1% to 5% Shareholders
LOCK-UP AGREEMENT
January __, 1999
Schneider Securities, Inc.
1120 Lincoln Street, Suite 900
Denver, Colorado 80203
Ladies and Gentlemen:
The undersigned understands that Schneider Securities, Inc. (the
"Representative") proposes to enter into an Underwriting Agreement with
Multi-Link Telecommunications, Inc., a Colorado corporation (the "Company"),
providing for the public offering of shares of common stock and/or common stock
purchase warrants of the Company (the "Securities") pursuant to a Registration
Statement on Form SB-2 (the "Registration Statement") to be filed with the
Securities and Exchange Commission. The date the Registration Statement is
declared effective by the Securities and Exchange Commission is hereinafter
referred to as the "Effective Date." The term "Common Stock" hereinafter means
the Common Stock of the Company.
In consideration of the agreement by the Representative to offer and sell
the Securities in the public offering and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees that he, she or it will not, directly or indirectly, for a
period of 13 months from the Effective Date, sell, offer to sell, contract to
sell, grant any option for the sale of, grant any security interest in, pledge,
hypothecate, or otherwise sell or dispose of any of the Common Stock, or any
options or warrants to purchase any Common Stock, or any securities convertible
into or exchangeable for Common Stock, or any Common Stock issuable or issued
upon exercise of any options or warrants, or any interest in such securities or
rights, owned directly by the undersigned or with respect to which the
undersigned has the power of disposition, in any such case whether now owned or
hereafter acquired at any time prior to the Effective Date, other than (i) in a
nonpublic transaction that is exempt from the registration requirements of the
Securities Act of 1933, as amended, if the transferee agrees, as a condition to
such transfer, to be bound by the restrictions contained herein and if the
undersigned (except in the case of the undersigned's death) continues to be
deemed the beneficial owner of the securities being transferred in accordance
with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended, or (ii) with the prior written consent of the Representative. 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 any of
the Common Stock and any of the other securities of the Company described above
that are held by the undersigned except in compliance with the foregoing
restrictions. The Representative may, in its sole discretion without notice,
release all or any portion of the securities subject to this Lock-Up Agreement
or any similar agreement executed by any other security holder and, if the
Representative releases any securities of any other security holder, the
securities of the undersigned shall not be entitled to be released from this
Lock-Up Agreement.
Schneider Securities, Inc.
January ___, 1999
Page 2
The undersigned further agrees that he, she or it shall not enter into any
swap or other arrangement that transfers all or a portion of the economic
consequences associated with the ownership of any Common Stock owned by the
undersigned prior to the Effective Date for a period of 13 months from the
Effective Date without the prior written consent of the Representative.
The undersigned further agrees that for a period of three (3) years from
the Effective Date, all public sales of the Company's Common Stock by the
undersigned shall be effected through or with the Representative on an exclusive
basis, provided that the Representative offers the best price reasonably
available to the undersigned. In addition, for a period of three years
commencing two years from the Effective Date in the case of private transactions
in the Company's Common Stock, the undersigned shall offer the Representative
the exclusive opportunity to purchase or sell the Common Stock on terms at least
as favorable as the undersigned can obtain elsewhere. If the Representative
fails to accept in writing any such proposal for sale within three (3) business
days after receipt of a notice containing such proposal, then the Representative
shall have no claim or right with respect to any such sales contained in such
notice. If, thereafter, such proposal is modified in any material respect, the
undersigned shall adopt the same procedure as with respect to the original
proposal. Public or private sales of Common Stock by the undersigned shall not
include gifts, intra-family transfers or transfers for estate planning purposes,
which shall be exempt from the provisions of this paragraph only.
The undersigned further agrees that any rights that the undersigned may
have to cause the Company to register with the Securities and Exchange
Commission any Common Stock or any other securities of the Company are waived
until a date that is 13 months from the Effective Date.
The undersigned understands that the Company and the Representative will
undertake the public offering in reliance upon this Lock-Up Agreement which
shall only become effective on the Effective Date.
Very truly yours,
By:
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Print Name:
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Less than 1% Shareholders
LOCK-UP AGREEMENT
January __, 1999
Schneider Securities, Inc.
1120 Lincoln Street, Suite 900
Denver, Colorado 80203
Ladies and Gentlemen:
The undersigned understands that Schneider Securities, Inc. (the
"Representative") proposes to enter into an Underwriting Agreement with
Multi-Link Telecommunications, Inc., a Colorado corporation (the "Company"),
providing for the public offering of shares of common stock and/or common stock
purchase warrants of the Company (the "Securities") pursuant to a Registration
Statement on Form SB-2 (the "Registration Statement") to be filed with the
Securities and Exchange Commission. The date the Registration Statement is
declared effective by the Securities and Exchange Commission is hereinafter
referred to as the "Effective Date." The term "Common Stock" hereinafter means
the Common Stock of the Company.
In consideration of the agreement by the Representative to offer and sell
the Securities in the public offering and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees that he, she or it will not, directly or indirectly, for a
period of 12 months from the Effective Date, sell, offer to sell, contract to
sell, grant any option for the sale of, grant any security interest in, pledge,
hypothecate, or otherwise sell or dispose of any of the Common Stock, or any
options or warrants to purchase any Common Stock, or any securities convertible
into or exchangeable for Common Stock, or any Common Stock issuable or issued
upon exercise of any options or warrants, or any interest in such securities or
rights, owned directly by the undersigned or with respect to which the
undersigned has the power of disposition, in any such case whether now owned or
hereafter acquired at any time prior to the Effective Date, other than (i) in a
nonpublic transaction that is exempt from the registration requirements of the
Securities Act of 1933, as amended, if the transferee agrees, as a condition to
such transfer, to be bound by the restrictions contained herein and if the
undersigned (except in the case of the undersigned's death) continues to be
deemed the beneficial owner of the securities being transferred in accordance
with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended, or (ii) with the prior written consent of the Representative. 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 any of
the Common Stock and any of the other securities of the Company described above
that are held by the undersigned except in compliance with the foregoing
restrictions. The Representative may, in its sole discretion without notice,
release all or any portion of the securities subject to this Lock-Up Agreement
or any similar agreement executed by any other security holder and, if the
Representative releases any securities of any other security holder, the
securities of the undersigned shall not be entitled to be released from this
Lock-Up Agreement.
The undersigned further agrees that he, she or it shall not enter into any
swap or other arrangement that transfers all or a portion of the economic
consequences associated with the ownership of any Common Stock owned by the
undersigned prior to the Effective Date for a period of 12 months from the
Effective Date without the prior written consent of the Representative.
Schneider Securities, Inc.
January ___, 1999
Page 1
The undersigned further agrees that for a period of three (3) years from
the Effective Date, all public sales of the Company's Common Stock by the
undersigned shall be effected through or with the Representative on an exclusive
basis, provided that the Representative offers the best price reasonably
available to the undersigned. In addition, for a period of three years
commencing two years from the Effective Date in the case of private transactions
in the Company's Common Stock, the undersigned shall offer the Representative
the exclusive opportunity to purchase or sell the Common Stock on terms at least
as favorable as the undersigned can obtain elsewhere. If the Representative
fails to accept in writing any such proposal for sale within three (3) business
days after receipt of a notice containing such proposal, then the Representative
shall have no claim or right with respect to any such sales contained in such
notice. If, thereafter, such proposal is modified in any material respect, the
undersigned shall adopt the same procedure as with respect to the original
proposal. Public or private sales of Common Stock by the undersigned shall not
include gifts, intra-family transfers or transfers for estate planning purposes,
which shall be exempt from the provisions of this paragraph only.
The undersigned further agrees that any rights that the undersigned may
have to cause the Company to register with the Securities and Exchange
Commission any Common Stock or any other securities of the Company are waived
until a date that is 12 months from the Effective Date.
The undersigned understands that the Company and the Representative will
undertake the public offering in reliance upon this Lock-Up Agreement which
shall only become effective on the Effective Date.
Very truly yours,
By:
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Print Name:
Officers, Directors and
5% or more Shareholders
LOCK-UP AGREEMENT
January __, 1999
Schneider Securities, Inc.
1120 Lincoln Street, Suite 900
Denver, Colorado 80203
Ladies and Gentlemen:
The undersigned understands that Schneider Securities, Inc. (the
"Representative") proposes to enter into an Underwriting Agreement with
Multi-Link Telecommunications, Inc., a Colorado corporation (the "Company"),
providing for the public offering of shares of common stock and/or common stock
purchase warrants of the Company (the "Securities") pursuant to a Registration
Statement on Form SB-2 (the "Registration Statement") to be filed with the
Securities and Exchange Commission. The date the Registration Statement is
declared effective by the Securities and Exchange Commission is hereinafter
referred to as the "Effective Date." The term "Common Stock" hereinafter means
the Common Stock of the Company.
In consideration of the agreement by the Representative to offer and sell
the Securities in the public offering and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees that he, she or it will not, directly or indirectly, for a
period of 13 months from the Effective Date, sell, offer to sell, contract to
sell, grant any option for the sale of, grant any security interest in, pledge,
hypothecate, or otherwise sell or dispose of any of the Common Stock, or any
options or warrants to purchase any Common Stock, or any securities convertible
into or exchangeable for Common Stock, or any Common Stock issuable or issued
upon exercise of any options or warrants, or any interest in such securities or
rights, owned directly by the undersigned or with respect to which the
undersigned has the power of disposition, in any such case whether now owned or
hereafter acquired at any time prior to the Effective Date, other than (i) in a
nonpublic transaction that is exempt from the registration requirements of the
Securities Act of 1933, as amended, if the transferee agrees, as a condition to
such transfer, to be bound by the restrictions contained herein and if the
undersigned (except in the case of the undersigned's death) continues to be
deemed the beneficial owner of the securities being transferred in accordance
with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended, or (ii) with the prior written consent of the Representative. 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 any of
the Common Stock and any of the other securities of the Company described above
that are held by the undersigned except in compliance with the foregoing
restrictions. The Representative may, in its sole discretion without notice,
release all or any portion of the securities subject to this Lock-Up Agreement
or any similar agreement executed by any other security holder and, if the
Representative releases any securities of any other security holder, the
securities of the undersigned shall not be entitled to be released from this
Lock-Up Agreement.
Schneider Securities, Inc.
January ___, 1999
Page 1
The undersigned further agrees that he, she or it shall not enter into any
swap or other arrangement that transfers all or a portion of the economic
consequences associated with the ownership of any Common Stock owned by the
undersigned prior to the Effective Date for a period of 13 months from the
Effective Date without the prior written consent of the Representative.
In addition, the undersigned agrees that he, she or it will not sell,
pledge, hypothecate or otherwise dispose of Common Stock or any of the other
securities of the Company the undersigned owns prior to the Effective Date of
the Registration Statement pursuant to Regulation S promulgated under the
Securities Act of 1933, as amended, during such 13-month period without the
prior written consent of the Representative.
The undersigned further agrees that for a period of three (3) years from
the Effective Date, all public sales of the Company's Common Stock by the
undersigned shall be effected through or with the Representative on an exclusive
basis, provided that the Representative offers the best price reasonably
available to the undersigned. In addition, for a period of three years
commencing two years from the Effective Date in the case of private transactions
in the Company's Common Stock, the undersigned shall offer the Representative
the exclusive opportunity to purchase or sell the Common Stock on terms at least
as favorable as the undersigned can obtain elsewhere. If the Representative
fails to accept in writing any such proposal for sale within three (3) business
days after receipt of a notice containing such proposal, then the Representative
shall have no claim or right with respect to any such sales contained in such
notice. If, thereafter, such proposal is modified in any material respect, the
undersigned shall adopt the same procedure as with respect to the original
proposal. Public or private sales of Common Stock by the undersigned shall not
include gifts, intra-family transfers or transfers for estate planning purposes,
which shall be exempt from the provisions of this paragraph only.
The undersigned further agrees that any rights that the undersigned may
have to cause the Company to register with the Securities and Exchange
Commission any Common Stock or any other securities of the Company are waived
until a date that is 13 months from the Effective Date.
The undersigned understands that the Company and the Representative will
undertake the public offering in reliance upon this Lock-Up Agreement which
shall only become effective on the Effective Date.
Very truly yours,
By:
-------------------------------
Print Name:
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