Net Perceptions,
Inc.
Lock-Up
Agreement
October 3, 2006
One Landmark
Square, 22 nd Floor
Stamford,
Connecticut 06901
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Re:
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Net
Perceptions, Inc. - Lock-Up Agreement
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The
undersigned, __________________________, (insert name), a
_______________ (insert title) of Net Perceptions, Inc., a Delaware
corporation (the “Company”), in recognition of the
benefit that this agreement will confer upon the Company, and for
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, agrees that, until the third
anniversary of the date hereof, the undersigned will not offer,
sell, contract to sell, pledge, grant any option to purchase, make
any short sale or otherwise dispose of any shares of Common Stock
of the Company, or any options or warrants to purchase any shares
of Common Stock of the Company, or any securities convertible into,
exchangeable for or that represent the right to receive shares of
Common Stock of the Company, whether now owned or hereinafter
acquired, owned directly or indirectly by the undersigned
(including holding as a custodian) or with respect to which the
undersigned has beneficial ownership within the rules and
regulations of the Securities and Exchange Commission (collectively
the “Undersigned’s Shares”).
The foregoing
restriction is expressly agreed to preclude the undersigned from
engaging in any hedging or other transaction which is designed to
or which reasonably could be expected to lead to or result in a
sale or disposition of the Undersigned’s Shares even if such
Shares would be disposed of by someone oth
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