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Exhibit 4.3
LOCK-UP AGREEMENT
THIS AGREEMENT
(this "Agreement") is dated as of May 4, 2005 by and among
Prescient Applied Intelligence, Inc., a
Delaware corporation (the "Company"),
and the shareholders of the Company listed
on Schedule A attached hereto
(collectively, the "Shareholders").
WHEREAS, to
induce the Company and the investors (the "Investors") to enter
into the Common Stock and Warrant Purchase
Agreement dated as of the date hereof
(the "Purchase Agreement") by and among the
Company and the Investors, the
Shareholders have agreed not to sell any
shares of the Company's common stock,
$.001 par value per share (the "Common
Stock"), that such Shareholders purchased
pursuant to the Purchase Agreement, except
in accordance with the terms and
conditions set forth herein. Capitalized
terms used herein without definition
shall have the meanings assigned to such
terms in the Purchase Agreement.
NOW, THEREFORE,
in consideration of the covenants and conditions
hereinafter contained, the parties hereto
agree as follows:
1. Restriction
on Transfer; Term. The Shareholders hereby agree with the
Company that the Shareholders will not
offer, sell, contract to sell, assign,
transfer, hypothecate, pledge or grant a
security interest in, or otherwise
dispose of, or enter into any transaction
which is designed to, or might
reasonably be expected to, result in the
disposition of (whether by actual
disposition or effective economic
disposition due to cash settlement or
otherwise by the Company or any affiliate
of the Company or any person in
privity with the Company or any affiliate
of the Company), directly or
indirectly, any of the shares of Common
Stock for a period of one (1) year
following the date of this Agreement (the
"Period").
2. Ownership.
During the Period, the Shareholders shall retain all rights
of ownership in the Common Stock,
including, without limitation, voting rights
and the right to receive any dividends, if
any, that may be declared in respect
thereof.
3. Company and
Transfer Agent. The Company is hereby authorized to disclose
the existence of this Agreement to its
transfer agent. The Company and its
transfer agent are hereby authorized to
decline to make any transfer of the
Common Stock if such transfer would
constitute a violation or breach of this
Agreement and the Purchase Agreement.
4. Notices. All
notices, demands, consents, requests, instructions and
other communications to be given or
delivered or permitted under or by reason of
the provisions of this Agreement or in
connection with the transactions
contemplated hereby shall be in writing and
shall be deemed to be delivered and
received by the intended recipient as
follows: (i) if personally delivered, on
the business day of such delivery (as
evidenced by the receipt of the personal
delivery service), (ii) if mailed certified
or registered mail return receipt
requested, four (4) business days after
being mailed, (iii) if delivered by
overnight courier (with all charges having
been prepaid), on the business day of
such delivery (as evidenced by the receipt
of the overnight courier service of
recognized standing), or (iv) if delivered
by facsimile transmission,
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on the business day of such delivery if
sent by 6:00 p.m. in the time zone of
the recipient, or if sent after that time,
on the next succeeding business day
(as evidenced by the printed confirmation
of delivery generated by the sending
party's telecopier machine). If any notice,
demand, consent, request,
instruction or other communication cannot
be delivered because of a changed
address of which no notice was given (in
accordance with this Section 4), or the
refusal to accept same, the notice, demand,
co
