EXHIBIT 2
December 24, 1997
Xxxxxxxxx, Xxxxxxxx & Company LLC
Xxxxxxxxx & Xxxxx LLC
Xxxxxx Brothers Inc.
As Representatives of the several
Underwriters named in Schedule A
to the Underwriting Agreement
c/x Xxxxxxxxx, Xxxxxxxx & Company LLC
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxxx
Omega Research, Inc.
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Re: RESTRICTIONS ON SALES OF COMMON SHARES
Ladies and Gentlemen:
Omega Research, Inc., a Florida corporation (the "Company"), and
certain of its stockholders propose to sell a certain number of shares (the
"Shares") of Common Stock, $.01 par value per share (the "Common Shares") of the
Company, in a public offering (the "Public Offering") underwritten by Xxxxxxxxx,
Xxxxxxxx & Company LLC, Xxxxxxxxx & Xxxxx LLC and Xxxxxx Brothers Inc. (the
"Representatives") and several other underwriters (the Representatives and
several other underwriters are collectively referred to as the "Underwriters").
The Underwriters have indicated that the prospect of sales of shares of
Common Stock by existing stockholders prior to six months after the Public
Offering would be detrimental to their underwriting effort. They have requested
that the undersigned agree not to sell any shares of Common Stock for a period
ending 180 days after the effective date of the Registration Statement on Form
S-1 (the "Registration Statement") filed by the Company relating to the Shares.
The undersigned recognizes that it is in the best financial interests
of the undersigned, as a holder of shares of Common Stock, preferred stock,
warrants, options or convertible securities of the Company, that the Company
complete the proposed Public Offering.
Xxxxxxxxx, Xxxxxxxx & Company LLC
Xxxxxxxxx & Xxxxx LLC
Xxxxxx Brothers Inc.
Page 2
The undersigned further recognizes that the undersigned's shares of
Common Stock are, or may be, subject to certain restrictions on transferability,
including those imposed by the securities laws of the United States of America
or other jurisdictions. Notwithstanding these restrictions, the undersigned has
agreed to enter into this letter agreement to further assure the Underwriters
that the undersigned's shares of Common Stock, now held or hereafter acquired,
will not enter the public market at a time that might impair the underwriting
effort.
The undersigned, therefore, hereby acknowledges and agrees that the
undersigned will not, directly or indirectly, without the prior written consent
of Xxxxxxxxx, Xxxxxxxx & Company LLC, offer, sell, contract to sell, grant any
option to purchase, pledge or otherwise dispose of or transfer (collectively, a
"Disposition") any shares of Common Stock or any securities convertible into or
exchangeable for, or any rights to purchase or acquire, shares of Common Stock
held by the undersigned, acquired by the undersigned after the date hereof or
which may be deemed to be beneficially owned by the undersigned pursuant to the
Rules and Regulations promulgated under the Securities Exchange Act of 1934, as
amended (the "Lock-up Shares"), other than pursuant to the underwriting
agreement to which the Underwriters are parties and which is described in the
definitive Prospectus prepared in connection with the Public Offering, for a
period commencing on the date hereof and ending 180 days after the effective
date of the Registration Statement (the "Lockup Period"). The foregoing
restriction is expressly agreed to preclude the holder of Lock-up Shares from
engaging in any hedging or other transaction which is designed to or reasonably
expected to lead to or results in a Disposition of Lock-up Shares during the
Lock-up Period, even if such Lockup Shares would be disposed of by someone other
than such holder. Such prohibited hedging or other transactions would include,
without limitation, any short sale (whether or not against the box) or any
purchase, sale or grant of any right (including, without limitation, any put or
call option) with respect to any Lock-up Shares or with respect to any security
(other than a broad-based market basket or index) that includes, relates to or
derives any significant part of its value from the Lock-up Shares.
Notwithstanding the foregoing, the undersigned may transfer any or all
of the Lock-up Shares (i) as a bona fide gift or gifts, or (ii) as a
distribution to limited partners or shareholders of such person; provided the
transferee or transferees thereof agree(s) in writing as a condition precedent
to such transfer to be bound by the terms hereof. The transferor shall notify
Xxxxxxxxx, Xxxxxxxx & Company LLC in writing prior to the transfer, and there
shall be no further transfer of such Lock-up Shares except in accordance with
this letter agreement. Moreover, notwithstanding any other provision of this
letter agreement, the undersigned may exercise any option to purchase shares of
Common Stock, PROVIDED, HOWEVER. that any shares so acquired shall constitute
Lock-Up Shares for the purposes of this letter agreement.
It is understood that, if the Underwriting Agreement between the
Representatives and the Company (the "Underwriting Agreement") does not become
effective, or if the Underwriting
Xxxxxxxxx, Xxxxxxxx & Company LLC
Xxxxxxxxx & Xxxxx LLC
Xxxxxx Brothers Inc.
Page 3
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.
The undersigned further agrees to permit all certificates evidencing
the Lock-up Shares to be stamped with an appropriate restrictive legend, and
will cause the transfer agent for the Company to note such restriction on the
transfer books and records of the Company.
The undersigned recognizes that you are relying on the representations
and agreements of the undersigned contained herein in entering into underwriting
arrangements with respect to the Offering contemplated by the Registration
Statement.
Executed as an instrument under seal in accordance with the laws of the
State of Florida United States of America.
Very truly yours,
RLCF-II 1997 Limited Partnership, a Texas
limited partnership
By: RLCF-II GP, LLC, a Texas limited liability company
By: RLCF-II Manager, Inc., a Texas corporation
By: /S/ XXXXXXX X. XXXX
--------------------------
Xxxxxxx X. Xxxx, President
