XxxXxxxxx.xxx, Inc.
Lock-Up Agreement
February 0, 0000
Xxxxxxx, Xxxxx & Xx.
Xxxxxxxxx & Xxxxx LLC
Xxxxxx Xxxxxx Partners LLC
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: XxxXxxxxx.xxx, Inc. - Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands that you, as representatives (the
"Representatives"), propose to enter into an Underwriting Agreement on behalf of
the several Underwriters named in Schedule I to such agreement (collectively,
the "Underwriters"), with XxxXxxxxx.xxx, Inc., a Delaware corporation (the
"Company"), providing for a public offering (the "Offering") of the Common Stock
of the Company (the "Shares") pursuant to a Registration Statement on Form S-1
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "SEC").
In consideration of the agreement by the Underwriters to offer and sell
the Shares, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees that, during
the period beginning from the date of the final Prospectus covering the public
offering of the Shares and continuing to and including the date 180 days after
the date of such final Prospectus, the undersigned will not offer, sell,
contract to sell, pledge, grant any option to purchase, make any short sale or
otherwise dispose of any shares of Common Stock of the Company, or any options
or warrants to purchase any shares of Common Stock of the Company, or any
securities convertible into, exchangeable for or that represent the right to
receive shares of Common Stock of the Company, whether now owned or hereinafter
acquired, owned directly by the undersigned (including holding as a custodian)
or with respect to which the undersigned has beneficial ownership within the
rules and regulations of the SEC (collectively the "Undersigned's Shares").
The foregoing restriction is expressly agreed to preclude the undersigned
from engaging in any hedging or other transaction which is designed to or
reasonably expected to lead to or result in a sale or disposition of the Shares
even if such Shares would be disposed of by someone other than the undersigned.
Such prohibited hedging or other transactions would include without
limitation any short sale or any purchase, sale or grant of any right (including
without limitation any put or call option) with respect to any of the Shares or
with respect to any security that includes, relates to, or derives any
significant part of its value from such Shares.
Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee
or donees thereof agree to be bound by the restrictions set forth herein, (ii)
to any trust for the direct or indirect benefit of the undersigned or the
immediate family of the undersigned, provided that the trustee of the trust
agrees to be bound by the restrictions set forth herein, and provided further
that any such transfer shall not involve a disposition for value, or (iii) with
the prior written consent of Xxxxxxx, Xxxxx & Co. on behalf of the Underwriters.
For purposes of this Lock-Up Agreement, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin.
In addition, notwithstanding the foregoing, the undersigned may transfer the
capital stock of the Company solely to the persons set forth in the following
clauses if the undersigned is (i) a corporation, to any of its wholly owned
subsidiaries, (ii) a limited liability company, to any of its members or
managers or (iii) a partnership or a limited liability partnership, to any of
its partners; provided, however, that in any such case, it shall be a condition
to the transfer that the transferee execute an agreement stating that the
transferee is receiving and holding such capital stock subject to the provisions
of this Agreement and there shall be no further transfer of such capital stock
except in accordance with this Agreement, and provided further that any such
transfer shall not involve a disposition for value. The undersigned now has,
and, except as contemplated by clause (i), (ii), or (iii) above, for the
duration of this Lock-Up Agreement will have, good and marketable title to the
Undersigned's Shares, free and clear of all liens, encumbrances, and claims
whatsoever. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent and registrar against
the transfer of the Undersigned's Shares except in compliance with the foregoing
restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns. Notwithstanding anything to the
contrary contained in this Lock-Up Agreement, you agree that this Lock-Up
Agreement shall terminate and the undersigned shall be released from all its
obligations hereunder if the initial closing of the Offering does not occur by
the end of the fifteenth business day immediately following the day the
Registration Statement is declared effective by the SEC.
Very truly yours,
THE NEW YORK TIMES COMPANY
--------------------------
Exact Name of Stockholder
/s/ Xxxxxx X. Xxxxxx
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Authorized Signature
Assistant Secretary
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Title
2
