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EXHIBIT 10. 14
FORM OF LOCK-UP AGREEMENT
May __, 1999
CIBC World Markets Corp.
As Representative of the Several Underwriters
C/o CIBC Oppenheimer Corp.
CIBC Oppenheimer Tower
World Financial Center
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Re: Public Offering of Common Stock of N2H2, Inc.
Ladies and Gentlemen:
The undersigned, a holder of common stock ("Common Stock"), or rights to acquire
Common Stock, of N2H2, Inc., a Washington corporation (the "Company"),
understands that the Company intends to file a Registration Statement on Form
S-1 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") on May 14, 1999 for the registration of shares of Common
Stock (including additional shares subject to an over-allotment option on the
part of the Underwriters) (the "Offering"). The undersigned further understands
that you are contemplating entering into an Underwriting Agreement with the
Company in connection with the Offering.
In order to induce the Company, you and the other Underwriters to enter into the
Underwriting Agreement and to proceed with the Offering, the undersigned agrees,
subject to the terms of the Registration Rights Agreement, for the benefit of
the Company, you and the other Underwriters, that should the Offering be
effected and the Company's obligations under the Registration Rights Agreement
with respect to the Offering be satisfied the undersigned will not, without your
prior written consent, directly or indirectly, make any offer, sale, assignment,
transfer, encumbrance, contract to sell, grant of an option to purchase or other
disposition of any Common Stock beneficially owned (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned
on the date hereof or hereafter acquired for a period of 180 days subsequent to
the date of the Underwriting Agreement.
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The undersigned confirms that he, she or it understands that the Underwriters
and the Company will rely upon the representations set forth in this agreement
in proceeding with the Offering. This agreement is irrevocable and shall be
binding on the undersigned and his, her or its respective successors, heirs,
personal representatives and assigns. The undersigned agrees and consents to the
entry of stop transfer instructions with the Company's transfer agent against
the transfer of Common Stock or securities convertible into or exchangeable or
exercisable for Common Stock held by the undersigned except in compliance with
this agreement.
Very truly yours,
Signature(s)
Date: ______, 1999 ________________________________________
________________________________________
Print Name(s) and Title (if applicable)
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