, 1998
Xxxxx Xxxx & Co., Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
In order to induce Xxxxx Xxxx & Co., Inc. (the "Underwriter") to enter into
an underwriting agreement with respect to the proposed public offering (the
"Offering") of up to _______ shares of common stock, $.001 par value per share
(the "Common Stock") of Pride Automotive Group, Inc., a Delaware corporation
(the "Company"), pursuant to a Registration Statement on Form SB-2, Registration
No. 333- (the "Registration Statement"), the undersigned, as the beneficial
owner of _______ shares of Common Stock (the "Securities"), covenants and agrees
for the benefit of the Company and the Underwriter to abide to the following
terms and conditions of this Agreement:
1. For a period of twenty-four (24) months subsequent to the date upon
which the Securities and Exchange Commission (the "Commission") declares the
Registration Statement filed with the Commission effective under the Securities
Act of 1933, as amended (the "Act"), the undersigned will not, without the prior
written consent of the Underwriter, offer, pledge, sell, transfer, assign,
contract to sell, grant any option for the sale of, or otherwise dispose of,
directly or indirectly, pursuant to Rule 144 promulgated under the Act ("Rule
144") or otherwise, any shares of the Common Stock beneficially owned by the
undersigned (within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")).
2. To enable the Underwriter to enforce the aforesaid covenants, the
undersigned hereby consents to the placing of restrictive legends consistent
with this Agreement upon the Securities and to the entry of stop-transfer orders
consistent with this Agreement on the books and records of the transfer agent of
the Securities with respect to any Securities registered in the undersigned's
name or beneficially owned by the undersigned. The Company agrees to instruct
the transfer agent to place such legends and enter such stop-transfer orders and
not to transfer any Securities without the consent of the Underwriter as set
forth herein.
Xxxxx Xxxx & Co., Inc.
________, 1998
Page 2
3. The undersigned understands that the Company and the Underwriter will
rely upon this Agreement if they proceed with the Offering. The provisions of
this Agreement shall be binding upon the undersigned and the successors,
assigns, heirs, and personal representatives of the undersigned.
Very truly yours,
Signature:
Print Name:_____________________________
Accepted and Agreed to:
PRIDE AUTOMOTIVE GROUP, INC.
By:______________________________________
Name: Xxxx Xxxxxxxx
Title: President
