Exhibit 4.5
Nations Express, Inc.
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Public Offering of Common Stock
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Xxxxxxxxx Securities, Inc., As
Representative of the Several Underwriters
c/x Xxxxxxxxx Securities, Inc.
Xxx Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Ladies and Gentlemen:
This letter agreement is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement") between Nations
Express, Inc., a North Carolina corporation (the "Company"), and you as the
representative of a group of Underwriters named therein, relating to an
underwritten public offering of Common Stock, no par value (the "Common Stock"),
of the Company.
In order to induce you and the other Underwriters to enter into the
Underwriting Agreement, the undersigned will not, without your prior written
consent and release to the transfer agent, sell any of its shares, options,
warrants or underlying shares of Common Stock for a 13-month period commencing
on the effective date of the Company's Registration Statement on Form SB-2 filed
with respect to the offering (the "Registration Statement"). The undersigned
further agrees that the Company may instruct its transfer agent and registrar of
the restrictions imposed by this letter agreement and cause it to note these
restrictions on its transfer books and on any certificate or warrant that it may
issue to the undersigned; provided, however, that the undersigned shall be
permitted to register and sell to the public, his, her, or its "pro rata"
portion of 300,000 shares of Common Stock, beginning 180 days after the
effective date of the Registration Statement. The aforementioned "pro rata
portion" shall be the product of 300,000 multiplied by the quotient of 300,000
divided by the total number of outstanding shares of common stock held by
persons who are not executive officers or directors of the Company. In order to
comply with the provisions of Rule 2710 (c)(7)(c) of the Rules of Conduct, the
undersigned will not sell such securities during the offering or sell, transfer,
assign or hypothecate such securities for ninety (90) days following the
effective date of the offering.
If for any reason the Underwriting Agreement shall be terminated prior
to the Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall likewise be terminated.
Yours very truly,
By:
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Name:
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Address:
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Date: November __, 2000
