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EXHIBIT 9
XXXXXX XXXXXX
00 XXXXX XXXX XXXXX
XXXXXX, XXXXXXXXXX 00000
January 13, 1999
Warburg, Xxxxxx Investors, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Restriction on Sale of Stock
of Indus International, Inc.
Ladies and Gentlemen:
Reference is made to the Stock Purchase Agreement, dated as of
January 13, 1999 (the "Stock Purchase Agreement"), by and among the undersigned,
Warburg, Xxxxxx Investors, L.P. ("WPI") and Indus International, Inc. (the
"Company"), in connection with the sale of 5,000,000 shares of common stock, par
value $.001 per share (the "Common Stock"), of the Company by the undersigned to
WPI.
The undersigned is the owner of record or beneficially of
certain additional shares of Common Stock or securities convertible into or
exchangeable or exercisable for Common Stock. The delivery of this letter is a
condition to the transaction contemplated by the Stock Purchase Agreement. The
undersigned recognizes that the transaction contemplated by the Stock Purchase
Agreement will be of benefit to the undersigned and the undersigned acknowledges
that you and the Company are relying on the representations and agreements of
the undersigned contained in this letter in entering into the transaction
contemplated by the Stock Purchase Agreement.
In consideration of the foregoing, the undersigned hereby
agrees that the undersigned will not, without the prior written consent of WPI,
directly or indirectly, sell, offer, contract or grant any option to sell
(including without limitation any short sale), pledge, transfer or otherwise
dispose of, any shares of Common Stock, options or warrants to acquire shares of
Common Stock, or securities exchangeable or exercisable for or convertible into
shares of Common Stock currently or hereafter owned either of record or
beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended) by the undersigned (after giving effect to the transaction
contemplated by the Stock Purchase Agreement), or publicly announce the
undersigned's intention to do any of the foregoing, for a period commencing on
the date hereof and continuing until the first anniversary of the date hereof;
provided, however, that in the event WPI disposes of shares of Common Stock, or
securities exchangeable or exercisable for or convertible into shares
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of Common Stock, for aggregate net proceeds in excess of $1,000,000, then the
undersigned shall be permitted to dispose of Common Stock or such other
securities bearing the same proportion to the undersigned's aggregate ownership
of the Company as the securities disposed of by WPI bear to its aggregate
ownership of the Company, subject to the rights and limitations of any
applicable registration rights or other agreements.
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 shares of Common Stock or securities convertible into or
exchangeable or exercisable for Common Stock held by the undersigned other than
in compliance with the forgoing restrictions.
This agreement is irrevocable and will be binding on the
undersigned and the respective successors, heirs, personal representatives, and
assigns of the undersigned.
Very truly yours,
/s/ Xxxxxx Xxxxxx
Acknowledged:
Warburg, Xxxxxx Investors, L.P.
By: Warburg, Xxxxxx & Co.,
its General Partner
By: /s/ Xxxxxx X. Xxxxx
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