Xxxxx & Company, Inc.
Xxxxx Securities Corporation
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
In order to induce Xxxxx & Company, Inc. and Xxxxx Securities
Corporation (the "Representatives") and XxxxXXX.xxx, Inc. (together with its
predecessors, successors and assigns, the "Company") to enter into an
underwriting agreement with respect to the public offering of the Company's
units, each unit consisting of one share of common stock and one redeemable
common stock purchase warrant, the undersigned hereby agrees that for a period
of 180 days following the effective date of the Company's Registration Statement
for the subject public offering (the "Lock-up Period"), he, she or it will not,
without the prior written consent of the Representatives, directly or
indirectly, issue, offer, agree or offer to sell, sell, grant an option for the
purchase or sale of, transfer, pledge, assign, hypothecate, distribute or
otherwise encumber or dispose of (whether pursuant to Rule 144 of the General
Rules and Regulations under the Securities Act of 1933, as amended, or
otherwise) any shares of common stock of the Company or options, rights,
warrants or other securities convertible into, exchangeable or exercisable for
or evidencing any right to purchase or subscribe for shares of common stock
(whether or not beneficially owned by the undersigned), or any beneficial
interest therein (collectively, the "Securities").
The undersigned hereby further that for a period of twelve (12) months
following the effective date of the Company's Registration Statement for the
subject public offering, he, she or it will make any sale of Securities owned by
them through the Representatives.
In order to enable the aforesaid covenants to be enforced, the
undersigned hereby consents to the placing of legends and/or stop-transfer
orders with the transfer agent of the Company's securities with respect to any
of the Securities registered in the name of the undersigned or beneficially
owned by the undersigned.
Dated: __________________, 2000
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Signature
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or Taxpayer I.D. Number
