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ACCELERATED OPTION SHARES LOCK-UP
AGREEMENT
Raindance
Communications, Inc.
Re:
Vested Option Shares Lock-up
Agreement
The undersigned
officer of Raindance Communications, Inc., a Delaware corporation
(the “Company”), was granted certain stock options
pursuant to the Company’s 2000 Equity Incentive Plan (the
“Plan”) as listed in Schedule A below (the stock
options so listed are referred to herein as the “Accelerated
Options”). Pursuant to Section 12(e) of the Plan, the
Company’s Board of Directors plans to amend the terms of the
Accelerated Options in order to accelerate the vesting of such
options so that the undersigned has the right to exercise such
options in their entirety on December 31, 2005 (the
“Amendment”).
In recognition
of the benefit that the Amendment will confer upon the undersigned,
and for other good and valuable consideration receipt of which is
hereby acknowledged, the undersigned hereby agrees that, without
the prior written consent of the Company’s Board of
Directors, the undersigned will not, directly or indirectly, with
respect to any Accelerated Option or shares purchasable under the
Accelerated Options (collectively, the Accelerated Options and
shares purchasable thereunder are referred to herein as the
“Accelerated Option Securities”), take any of the
following actions from and after the date hereof until the earlier
of (i) the undersigned’s termination of services with
the Company, and (ii) the date such Accelerated Option would
have vested in full under the original terms governing such
options, including the Stock Option Grant Notice and resolutions
adopted by the Board of Directors relevant thereto, applicable to
such Accelerated Option: (1)
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