Lock-Up Agreement between Ann F. Massey and Renaissance US Growth & Income Trust PLC and BFSUS Special Opportunities Trust PLC regarding Cover-All Technologies Inc.
Summary
This agreement is between Ann F. Massey, an executive officer of Cover-All Technologies Inc., and Renaissance US Growth & Income Trust PLC and BFSUS Special Opportunities Trust PLC. In exchange for a $1,400,000 convertible loan to the company, Ms. Massey agrees not to sell or transfer any shares of Cover-All Technologies Inc. that she owns or controls for 12 months, except under limited circumstances such as transfers to family or for estate planning. The agreement also allows the company to block any unauthorized share transfers during this period.
EX-10.(S)(4) 19 gex10s4-25140.txt EX-10.(S)(4) EXHIBIT 10(S)(4) LOCK-UP AGREEMENT June 28, 2001 Renaissance US Growth & Income Trust PLC BFSUS Special Opportunities Trust PLC c/o Renaissance Capital Group, Inc. 8080 North Central Expressway, Suite 210-LB-59 Dallas, Texas 75206 Re: Cover-All Technologies Inc. Gentlemen: The undersigned executive officer, of Cover-All Technologies Inc., a Delaware corporation (the "Company"), owns 0(zero) of common stock, $.01 per share ("Common Stock"), of the Company and understands that you propose to enter into a Convertible Loan Agreement, dated as of June 28, 2001 (the "Loan Agreement"), with the Company providing for a convertible loan to the Company in the aggregate principal amount of $1,400,000 (the "Loan"). In consideration for your execution of the Loan Agreement, your providing the Loan and for other good and valuable consideration, the receipt of which are hereby acknowledged, the undersigned agrees with you that for a period beginning on the date of the Loan Agreement and continuing to and including the date twelve (12) months after the date of the Loan Agreement (the "Lock-Up Period"), the undersigned will not, directly or indirectly, offer, sell, contract to sell, transfer, assign or otherwise dispose of any shares of Common Stock beneficially owned or controlled by the undersigned (including subsequently acquired shares or securities convertible or exercisable into shares), without your prior written consent, except for transfers to family members, family partnerships and trusts for the benefit of family members or for estate planning purposes, provided that prior to any such transfer, any such transferee shall have executed and delivered to you a lock-up agreement substantially in the form of this Agreement for the remaining period covered hereby or upon death. The contractual restrictions set forth in this letter shall terminate upon the death or divorce (provided and to the extent such shares of Common Stock were transferred to the former spouse) of the undersigned. The undersigned agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against any transfer of shares of Common Stock owned by the undersigned not in compliance with this Lock-Up Agreement. Very truly yours, /s/ Ann R. Massey ------------------------------------------- Ann F. Massey, Chief Financial Officer and Secretary
