Exhibit
4.4
December 29, 2005
To the Investors
(as defined below)
RE:
Lock-Up Letter Agreement
This Lock-Up Letter Agreement is being delivered
to you in connection with the Securities Purchase Agreement (the
“Purchase Agreement”), dated as of December 22, 2005 by
and among Cape Coastal Trading Company (the “Company”),
uBid, Inc. and the investors party thereto (the
“Investors”), with respect to the issuance of Common
Stock, par value $0.001 per share, of the Company (the
“Common Stock”) and warrants to acquire additional
shares of Common Stock. Terms not defined herein have the meaning
given them in the Purchase Agreement.
In order to induce you to enter into the Purchase
Agreement, the undersigned agrees that for a period (the
“Base Period”) of 365 days beginning on the First
Closing Date (as defined in the Purchase Agreement), the
undersigned will not, without your prior written consent, (i) other
than with respect to redemptions by the Company required by the
Merger Agreement, sell, offer to sell, contract or agree to sell,
transfer, hypothecate, hedge, pledge, grant any option to purchase
or otherwise dispose of or agree to dispose of, directly or
indirectly, any shares of Common Stock or warrants or other rights
to purchase shares of Common Stock, or cause the Company to file or
cause to be declared effective a registration statement with the
Securities and Exchange Commission (the “Commission”)
relating to the offer and sale of any shares of Common Stock (other
than the Registration Statement contemplated under Article VI of
the Purchase Agreement or the Merger Agreement), or (ii) enter into
any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of any
shares of Common Stock, or warrants or other rights to purchase
shares of Common Stock, whether any such transaction is to be
settled by delivery of such securities, in cash or otherwise, owned
directly 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 Commission (collectively,
the "Undersigned Shares"); provided that if the Registration
Statement is not declared
effective by the SEC on or prior to the Required
Effectiveness Date, the number of days between the actual Effective
Date and the Required Effectiveness Date will be added to the Base
Period (the Base Period, s
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