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EXHIBIT 4.2
AGREEMENT
This Agreement is made as of the date set forth below by the
undersigned directors, officers and certain significant holders of the Common
Stock, par value $0.0001 per share (the "Common Stock"), of Flour City
International, Inc., a Nevada corporation (the "Company"), with the
Underwriters (as defined below) in connection with the proposed public offering
(the "Offering") of the Common Stock. Capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in the Underwriting
Agreement (the "Underwriting Agreement") by and among the Company and the
Underwriters set forth therein (the "Underwriters") for whom Xxx Xxxxxx &
Company ("Xxx Xxxxxx") is acting as representative.
WHEREAS, the undersigned wish to provide for an orderly trading market
for the Common Stock during the period following the commencement of the
Offering and to induce the Underwriters to participate in the Offering.
NOW THEREFORE, as contemplated by Section 1(s) of the Underwriting
Agreement and in consideration of the foregoing recital and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as set forth below.
Each of the parties hereto severally, and not jointly, agrees that
such party will not, without the prior written consent of Xxx Xxxxxx, for a
period of 180 days from the date of the Underwriting Agreement (the "Effective
Date"), directly or indirectly, offer, sell, grant any option to purchase,
contract to sell or otherwise sell or dispose of any shares of Common Stock,
any options or warrants to purchase any shares of Common Stock, or any
securities convertible into or exchangeable for shares of Common Stock owned by
the undersigned or with respect to which the undersigned has the power of
disposition, or announce any offer to do so. Each of the parties hereto
severally, and not jointly, also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent against the transfer of
shares of Common Stock held by such person except in compliance with the
foregoing restriction. This Agreement may be executed in counterparts, all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the Effective Date.
________________________________
Print Name:
Accepted and agreed to as of the Effective Date:
XXX XXXXXX & COMPANY
as Representative of the Underwriters
By:_____________________________
