September 19, 1997
XXXXXXXX & CO. INC.
XXXXX XXXXXX & CO., INC.
As Representatives of the several
Underwriters named in Schedule I
to the Underwriting Agreement
c/x Xxxxxxxx & Co. Inc.
Equitable Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies & Gentlemen:
Each of the undersigned understands that The Middleby Corporation (the
"Company") and certain stockholders of the Company (the "Selling
Stockholders") propose to sell share of the Company's Common Stock (the
"Shares") in a public offering through Underwriters for which it is
anticipated you will act as representatives (the "Representatives"). Each of
the undersigned further understands that the Representatives have requested,
as a condition to the Underwriters' agreeing to purchase the Shares, that
each director and executive officer of the Company, each five percent
stockholder of the Company, and each Selling Stockholder execute this
agreement. Each of the undersigned acknowledges that the Company believes
that the proposed public offering is in the best interest of the Company and
its stockholders.
Accordingly, each of the undersigned hereby separately agrees with you
that such person will not offer, sell, contract to sell or otherwise dispose
of any shares of capital stock of the Company (or securities convertible
into, or exercisable for, capital stock of the Company), otherwise than in
the public offering, for a period of 120 days after the date of the
Prospectus relating to the public offering without the prior written consent
of Xxxxxxxx & Co., Inc.
IN WITNESS WHEREOF, each of the undersigned has executed a copy of this
agreement.
/s/ Xxxxxxx X. Xxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxx, Xx. Xxxx X. Xxxxxx, III
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Xxxxx X. Xxxxx, individually Xxxxxx X. Xxxxxx
and as trustee
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Xxxxx X. Xxxxx, as trustee Xxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxx, individually Xxxxx X. Xxxxxxx, individually
and as trustee and as trustee
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A. Xxx Xxxxxx Xxxxxx X. Xxxx
