Xxxxxxx 0
Xxxxxxxx 00, 0000
Xxxxxxxxx Xxxxxxxx & Co. Inc.
Cruttenden Xxxx Incorporated
x/x Xxxxxxxxx Xxxxxxxx & Co. Inc.
As Representatives of the
Several Underwriters
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Manchester Equipment Co., Inc.
Gentlemen:
In order to induce you as the Representatives of the several Underwriters
to enter into an underwriting agreement (the "Underwriting Agreement") with
Manchester Equipment Co., Inc., a New York corporation (the "Company"), with
respect to the proposed public offering of common stock (the "Common Stock"),
$.01 par value, of the Company and the selling stock holders (the "Selling
Stockholders"), the undersigned agrees that, for a period of 180 days following
the effective date of the Company's Registration Statement on Form S-1 (No.
333-13345), the undersigned will not, directly or indirectly, offer, pledge,
sell, contract to sell, transfer or otherwise dispose of (i) any shares of
Common Stock of the Company or (ii) any other securities convertible into, or
exchangeable or exercisable for, shares of Common Stock (together with the
Common Stock, the "Securities"), without the prior written consent of Ladenburg
Xxxxxxxx & Co. Inc. and Cruttenden Xxxx Incorporated; provided, however, that
the undersigned may sell, contract to sell, transfer, donate or bequeath any of
the Securities during this period if the transaction is exempt from registration
under the Securities Act of 1933, as amended, and the transferee of the
Securities agrees, prior to the transaction, to be bound by all of the
provisions of this letter. The undersigned is aware that you are relying on this
agreement in entering into the Underwriting Agreement. This agreement is subject
to the execution and delivery of the Underwriting Agreement by the Company and
you.
Very truly yours,
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
