EXHIBIT 3
RESORTQUEST INTERNATIONAL, INC.
LOCK-UP LETTER
May 20, 1998
XXXXX XXXXXX INC.
NATIONSBANC XXXXXXXXXX
SECURITIES LLC
XXXXXX XXXX, LLC.
c/o XXXXX XXXXXX INC.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs and Mesdames:
The undersigned understands that you and certain other firms propose to
enter into an Underwriting Agreement (the "Underwriting Agreement") providing
for the purchase by you and such other firms (the "Underwriters") of shares (the
"Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of
ResortQuest International, Inc., a Delaware corporation (the "Company",) and
that the Underwriters propose to reoffer the Shares to the public.
In consideration of the execution of the Underwriting Agreement by the
Underwriters, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that without the prior written consent of Xxxxx Xxxxxx
Inc. the undersigned will not (and, except as may be disclosed in the
Prospectus, will not announce or disclose any intention to) sell, offer to sell,
solicit an offer to buy, contract to sell, grant any option to purchase, or
otherwise transfer or dispose of, any shares of Common Stock, or any securities
convertible into or exercisable or exchangeable for Common Stock, for a period
of one year after the date of the final Prospectus relating to the offering of
the Shares to the public by the Underwriters. Prior to the expiration of such
period, the undersigned will not announce or disclose any intention to do any
thing after the expiration of such period which the undersigned is prohibited,
as provided in the preceding sentence, form doing during such period.
Notwithstanding the foregoing, the provisions of this letter shall apply only to
Common Stock owned as of the date of the final Prospectus or acquired in the
offering as Directed Shares (as that term is defined in the final Prospectus).
The undersigned agrees that the provisions of this agreement shall be
binding also upon the successors, assigns, heirs and personal representatives of
the undersigned.
It is understood that, if the Underwriting Agreement does not become
effective, or if the Underwriting Agreement (other than the provisions thereof
which survive termination) shall terminate or be terminated prior to payment for
and delivery of the
Shares, you will release us from our obligations under this letter agreement.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
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