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THIS LOCKUP
AGREEMENT (the “ Agreement ”) by and between
Quovadx, Inc. (the “ Company ”), and
(the “ Officer ”) (collectively, the “
Parties ”), is entered into as of September 30,
2005 (the “ Effective Date ”).
A. The
Officer is currently employed with the Company and, in connection
with such employment, has been granted options to purchase the
Company’s Common Stock under the Company’s 1997 Stock
Plan and/or 1999 Nonstatutory Stock Option Plan (the “
Plans ”).
B. The
Compensation Committee of the Board of Directors of the Company has
approved, effective as of October 1, 2005, the acceleration of
vesting of all unvested employee stock options outstanding as of
September 14, 2005, with exercise prices greater than $3.00
per share, but in doing so imposed restrictions on the ability of
certain principal officers and executive officers of the Company
(including the Officer) to sell any shares underlying any such
stock options until such time as the shares would have vested
without the acceleration.
(a) The
Officer will not, without the prior written consent of the Company,
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 of) any shares
of Common Stock of the Company underlying any stock options held by
the Officer that are unvested as of the date hereof (prior to
giving effect to the action by the Compensation Committee referred
to in Recital B above) until the earliest of (i) the original
vesting date applicable to such shares,
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