EXHIBIT 10.10
LOCK-UP AGREEMENT
_________, 200__
XXXXXXX INVESTMENT COMPANY, INC.
As Representative of the several
Underwriters named in Schedule I to
the Underwriting Agreement referred to below
000 XX Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Re: XXXXXXX FOODS, INC. - PUBLIC OFFERING
The undersigned understands that you, as Representative of the
several Underwriters, propose to enter into an Underwriting Agreement (the
"UNDERWRITING AGREEMENT") with Xxxxxxx Foods, Inc., an Oklahoma corporation,
(the "COMPANY"), providing for the public offering (the "PUBLIC OFFERING") by
the several Underwriters named in Schedule I to the Underwriting Agreement (the
"UNDERWRITERS"), of Units ("UNITS"), each Unit consisting of one share of Common
Stock, par value $0.001, of the Company ("COMMON STOCK"), one Class A Warrant
and one Class B Warrant, all as more fully described in the Prospectus (defined
below.)
In consideration of the Underwriters' agreement to purchase and make
the Public Offering of the Units, and for other good and valuable consideration
receipt of which is hereby acknowledged, the undersigned hereby agrees that,
without the prior written consent of Xxxxxxx Investment Company, Inc. on behalf
of the Underwriters, the undersigned will not, at any time earlier than one year
after the date of the prospectus relating to the Public Offering (the
"PROSPECTUS"), (1) offer, pledge, announce the intention to sell, sell, contract
to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock, or
any securities of the Company that are substantially similar to the Common
Stock, or any securities convertible into or exercisable or exchangeable for
Common Stock (including, but not limited to, Common Stock which may be deemed to
be beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and securities which may
be issued upon exercise of a stock option or warrant) or (2) enter into any
swap, option, future, forward or other agreement that transfers, in whole or in
part, any of the economic consequences of ownership of the Common Stock or any
securities of the Company which are substantially similar to the Common Stock,
including, but not limited to, any security convertible into or exercisable or
exchangeable for Common Stock, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. In addition, the undersigned agrees that,
without the prior written consent of Xxxxxxx Investment Company, Inc. on behalf
of the Underwriters, it will not, during the period ending one year after the
date of the Prospectus, make any demand for or exercise any
right with respect to, the registration of any shares of Common Stock or any
substantially similar securities of the Company, including but not limited to,
any security convertible into or exercisable or exchangeable for Common Stock.
The undersigned represents and warrants that it is not a party to
any agreement or understanding that would cause a breach of this Lock-Up
Agreement if it were entered into during the period in which the restrictions
set forth herein are effective.
In furtherance of the foregoing, the Company and any duly appointed
transfer agent for the registration or transfer of the securities described
herein are hereby authorized to decline to make any transfer of securities if
such transfer would constitute a violation or breach of this Lock-Up Agreement.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to enter into this Lock-up Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.
The undersigned understands that, if the Underwriting Agreement does
not become effective, on or prior to March 31, 2007, 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 Common Stock
to be sold thereunder, the undersigned shall be released from all obligations
under this Lock-Up Agreement.
The undersigned understands that the Underwriters are entering into
the Underwriting Agreement and proceeding with the Public Offering in reliance
upon this Lock-Up Agreement.
THIS LOCK-UP AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.
Very truly yours,
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By: (1)
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Name:
Title:
Accepted as of the date
first set forth above:
XXXXXXX INVESTMENT COMPANY, INC.
Acting severally on behalf of themselves and
the several Underwriters to be named in
Schedule I to the Underwriting Agreement
By:
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Name:
Title:
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(1) To be completed by an entity other than an individual.
