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EXHIBIT
10.19
FORM OF LOCK-UP AGREEMENT
Purchasers
referred to below:
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Securities
Purchase Agreement dated February 28, 2006 (the “
Agreement ”) by and among, Pacificnet, Inc., a
Delaware corporation (the “ Company ”) and the
purchasers signatory thereto (each, a “ Purchaser
” and collectively referred to as the “
Purchasers ”)
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Defined terms not otherwise defined herein (the
“Letter Agreement”) shall have the meanings set forth
in the Agreement. Pursuant to Section 2.2(a) of the Agreement and
in satisfaction of a condition of the Purchasers’ obligations
under the Agreement, the undersigned irrevocably agrees with the
Purchasers that, from the date hereof until the date that is the
earlier of (i) the 31 St day following
the Effective Date or (ii) the second anniversary of the Closing
Date (such period, the “Restriction Period”), the
undersigned will not offer, sell, contract to sell, pledge or
otherwise dispose of, (or enter into any transaction which is
designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic
disposition due to cash settlement or otherwise) by the undersigned
or any affiliate of the undersigned or any person in privity with
the undersigned or any affiliate of the undersigned), directly or
indirectly, including the filing (or participation in the filing)
of a registration statement with the Commission in respect of, or
establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section
16 of the Exchange Act and the rules and regulations of the
Commission promulgated thereunder (each, a “Transfer”)
with respect to, any shares of Common Stock or Common Stock
Equivalents beneficially owned, held or hereafter acquired by the
undersigned (the “Securities”). Beneficial ownership
shall be calculated in accordance with Section 13(d) of the
Exchange Act. In order to enforce this covenant, the Company will
impose irrevocable stop-transfer instructions preventing the
transfer agent from effecting any actions in violation of this
agreement.
The undersigned acknowledges that the execution,
delivery and performance of this letter agreement is a material
inducement to the Purchasers to complete the transaction
contemplated by the Agreement and that the Purchasers (which shall
be third party beneficiaries of this letter agreement) and the
Company
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