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EXHIBIT C
LOCK-UP AGREEMENT FOR SELLING STOCKHOLDERS
APRIL 3, 1997
Deutsche Xxxxxx Xxxxxxxx Inc.
EVEREN Securities, Inc.
Xxxxxxx Xxxxxx Xxxxx
as Representatives of the several
Underwriters to be named in the
within-mentioned Underwriting Agreement
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Proposed Public Offering by ITEQ, Inc.
The undersigned, a stockholder of ITEQ, Inc. (the "Company"),
understands that Deutsche Xxxxxx Xxxxxxxx Inc., EVEREN Securities, Inc., and
Xxxxxxx Xxxxxx Xxxxx, acting as representatives (the "Representatives") of the
several underwriters (the "Underwriters"), propose to enter into an
Underwriting Agreement (the "Underwriting Agreement") with the Company
providing for the public offering of shares of the Company's common stock, par
value $.01 per share (the "Common Stock").
In recognition of the benefit that such an offering will confer upon
the undersigned as a stockholder of the Company, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees with each underwriter to be named in the
Underwriting Agreement that from the date hereof until the expiration of the
period of 180 days after the date of the Prospectus (as defined in the
Underwriting Agreement), the undersigned will not, without the prior written
consent of Deutsche Xxxxxx Xxxxxxxx Inc. on behalf of the Underwriters,
directly or indirectly, except as provided in the Underwriting Agreement, (i)
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, or otherwise dispose of or transfer any shares of the Company's
Common Stock or any securities convertible into or exchangeable or exercisable
for Common Stock, whether now owned or hereafter acquired by the undersigned or
with respect to which the undersigned has or hereafter acquires the power of
disposition, or file or demand that the Company file any registration statement
under the Securities Act of 1933, as amended, with respect to any of the
foregoing, or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Common Stock, whether any such swap or
transaction is to be settled by delivery of Common Stock or other securities,
in cash or otherwise.
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LOCK-UP AGREEMENT FOR SELLING STOCKHOLDERS
The undersigned hereby represents and warrants that the undersigned
has full power and authority to enter into this Agreement, and that, upon
request, the undersigned will execute any additional documents necessary or
desirable in connection with the enforcement hereof. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of
the undersigned, and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors, and assigns of the
undersigned.
Very truly yours,
XXXXXX X. XXXXXXX
Signature:/s/ Xxxxxx X. Xxxxxxx
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Accepted as of the date
first set forth above:
DEUTSCHE XXXXXX XXXXXXXX INC.
EVEREN SECURITIES, INC.
XXXXXXX XXXXXX XXXXX
By: Deutsche Xxxxxx Xxxxxxxx Inc.
Signature:
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Title:
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