Zengine, Inc. Lock-Up Agreement with Underwriters for Public Offering

Summary

This agreement is between a security holder of Zengine, Inc. and the underwriters of the company's public offering, represented by William Blair & Company, L.L.C. The security holder agrees not to sell, transfer, or otherwise dispose of any shares of Zengine's common stock or related securities for 180 days after the public offering's effective date, unless they receive written consent from the underwriters. Limited exceptions apply for transfers to immediate family or trusts, provided the new holders agree to the same restrictions. The agreement is binding on the holder and their successors.

EX-1.3 3 ex-1_3.txt EXHIBIT 1.3 Exhibit 1.3 _________________, 2000 William Blair & Company, L.L.C. Friedman, Billings, Ramsey & Co., Inc. E*OFFERING Corp. Morgan Keegan & Company, Inc. As Representatives of the Several Underwriters c/o William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Ladies and Gentlemen: The undersigned is a security holder of Zengine, Inc., a Delaware corporation (the "Company"), and wishes to facilitate the public offering (the "Offering") of Common Stock of the Company ("Common Stock") pursuant to a Registration Statement on Form S-1 (the "Registration Statement") to be transmitted for filing with the Securities and Exchange Commission on or about ____________, 2000 In consideration of the foregoing, and in order to induce you to act as underwriters in the Offering, the undersigned hereby irrevocably agrees that it will not, directly or indirectly, sell, offer, contract to sell, transfer the economic risk of ownership in, make any short sale, pledge or otherwise dispose of any shares of Common Stock or securities convertible into Common Stock without the prior written consent of William Blair & Company, L.L.C. acting alone or of each of the Representatives of the Underwriters acting jointly, for a period of 180 days from the effective date of the Registration Statement. Notwithstanding the foregoing, if the undersigned is an individual, he or she may transfer any shares of Common Stock or securities convertible into or exchangeable or exercisable for the Company's Common Stock either during his or her lifetime or on death by will or intestacy to his or her immediate family or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family; provided, however, that prior to any such transfer each transferee shall execute an agreement, satisfactory to William Blair & Company L.L.C. pursuant to which each transferee shall agree to receive and hold such shares of Common Stock, or securities convertible into or exchangeable or exercisable for the Common Stock, subject to the provisions hereof, and there shall be no further transfer except in accordance with the provisions hereof. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor. The undersigned hereby waives any rights of the undersigned to sell shares of Common Stock or any other security issued by the Company pursuant to the Registration Statement, and acknowledges and agrees that for a period of 180 days from the effective date of the Registration Statement the undersigned has no right to require the Company to register under the Securities Act of 1933 such Common Stock or other securities issued by the Company and beneficially owned by the undersigned. The undersigned understands that the agreements of the undersigned are irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors 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 other securities of the Company held by the undersigned except in compliance with this agreement. Very truly yours, Dated: _________________________ ____________________________ Signature ____________________________ Printed Name and Title