X.X. Xxxxxxxx & Co.
As Representative of the Several Underwriters
0 Xxxxx Xx. North
Davidson Building
Great Falls, MT 59403
Re: JORE CORPORATION
Ladies and Gentlemen:
1. The undersigned understands that you, as representative (the
"Representative") of the several underwriters (the "Underwriters"), have
proposed to enter into an underwriting agreement with Jore Corporation (the
"Company"), providing for the public offering (the "Public Offering") by the
Underwriters of shares of the Company's common stock (the "Common Stock"),
pursuant to a Registration Statement filed by the Company with the Securities
and Exchange Commission.
2. The undersigned understands further that you have requested that
certain shareholders of the Company enter into this Agreement because the
prospect of public sales of Common Stock by these shareholders during the
several months after the offering would be detrimental to the proposed
underwriting effort. The undersigned recognizes that it is in the best
financial interests of the undersigned, as a shareholder of the Company, that
the proposed Public Offering be completed, and understands that the Company
and the Underwriters will proceed with the proposed Public Offering in
reliance on this Agreement.
3. In consideration of the foregoing and in order to induce the
Underwriters to underwrite the proposed Public Offering, the undersigned
hereby agrees that the undersigned will not, directly or indirectly, offer to
sell, sell, contract to sell, grant any option for the sale or purchase of,
grant a security interest in, pledge, hypothecate, or otherwise dispose of
any shares of Common Stock, or any other shares of capital stock of the
Company convertible into or exchangeable for shares of Common Stock, or any
options, warrants or other rights to acquire shares of Common Stock,
beneficially owned by the undersigned, or request the registration for the
offer or sale of any of the foregoing, for a period of 180 days after the
effective date of the Registration Statement relating to the proposed Public
Offering, without the prior written consent of the Representative, which
consent may be withheld at the sole discretion thereof.
4. The undersigned agrees and consents to the entry of stop transfer
instructions with the Company's registrar and transfer agent to prevent the
transfer of shares of Common Stock held by the undersigned except in
compliance with this Agreement.
5. Notwithstanding the foregoing, the following transactions shall not
be restricted hereby:
(a) if the undersigned is one or more natural persons, any (i) bona
fide gift or (ii) transfer to the undersigned's immediate family or to a
trust for the benefit of the undersigned, his or her immediate family, or
both; or
X.X. Xxxxxxxx & Co.
As Representative of the Several Underwriters
Page 2
(b) if the undersigned is a corporation or partnership, any
transfer by the undersigned (i) in connection with the sale or other bona
fide transfer in a single transaction of all or substantially all of the
undersigned's assets not undertaken for the purpose of avoiding the
restrictions imposed hereby; (ii) to another corporation or partnership if
the transferee and the undersigned are direct or indirect affiliates or
otherwise related; or (iii) as a part of a distribution without consideration
from the undersigned to its equity holders on a pro rata basis; PROVIDED,
HOWEVER, that, as a condition of any such transfer, the transferor shall
provide the Representative ten days' advance written notice thereof and each
transferee shall agree to be bound by the terms of this Agreement and shall
execute an agreement substantially in the form hereof which the transferor
shall cause to be delivered to the Representative.
6. The undersigned agrees that the provisions of this Agreement shall
be binding upon the successors, assigns, heirs, and personal representatives
thereof.
7. It is understood that, if the proposed Public Offering does not
close by October 31, 1999, or if any underwriting agreement (other than the
provisions thereof that survive termination) between the Company and the
Representative shall terminate or be terminated prior to payment for and
delivery of the shares that are the subject of the proposed Public Offering,
you will release us from our obligations under this Agreement.
8. This Agreement shall be governed by and construed in accordance with
the laws of the State of Montana applicable to contracts made and to be
performed within the State of Montana.
DATED: 6-30 , 1999
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Very truly yours,
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
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Print Name
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Title (if applicable)
136 So. Main Street, Ste 421
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Street Address
Salt Lake City, UT 84111
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City, State, Zip Code
