1
DYNAMICWEB ENTERPRISES
LOCK-UP AGREEMENT
In Re Ownership of Common Stock by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇:
In accordance with the Stock Purchase Agreement between DynamicWeb
Enterprises, Inc. and Software Associates, Inc. dated November 30, 1996,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ will receive 860,000 shares of common stock of DynamicWeb
Enterprises, Inc.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇. and/or DynamicWeb Enterprises seeks to encumber
the further transfer of 750,000 of those shares. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ has agreed
to those encumbrances, and hereby confirms that he will not, without DynamicWeb
Enterprises, Inc.'s prior written approval, sell directly or indirectly,
750,000 of this 860,000 share block of common stock of DynamicWeb Enterprises,
Inc., until November 30, 1998. After that time period, he may sell some or all
of that block, free from any requirement imposed hereby, except that he shall
give notice, to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇., at least sixty days before December 1,
1998, of his intention to sell, and the amount to be sold. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇. may at any time during that sixty day period indicate his desire to
purchase some or all of the shares contemplated for sale, and shall pay a sum
equivalent to the number of shares purchased, times the per share price listed
on December 1, 1998, at a settlement to be held no more than three days
following that date.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ takes no position on the efficacy of this
agreement, but does concede that his performance is adequately funded by the
overall consideration to him of the transaction of which this agreement is a
part.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇.,
Individually and as President of
DynamicWeb Enterprises, Inc.
Accepted by:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Date: November 30, 1996