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EXHIBIT 99.1
DURASWITCH INDUSTRIES, INC.
LOCK-UP LETTER
________ ___, 1999
CRUTTENDEN XXXX INCORPORATED
00 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Dear Sirs:
The undersigned understands that you, as Representative of the several
underwriters (the "Underwriters"), propose to enter into an Underwriting
Agreement (the "Underwriting Agreement") providing for the purchase by the
Underwriters, including yourself, of shares (the "Shares") of Common Stock,
$0.01 par value (the "Common Stock"), of DuraSwitch Industries, Inc., a Nevada
corporation (the "Company"), and that the Underwriters, including yourselves,
propose to reoffer the Shares to the public (the "Public Offering") pursuant to
the Company's Registration Statement on Form SB-2 to be filed with the
Securities and Exchange Commission (the "Registration Statement").
In consideration of the Underwriter's Agreement to purchase and make
the Public Offering of the Common Stock, and for other good and valuable
consideration, receipt and sufficiency of which is hereby acknowledged, the
undersigned hereby irrevocably agrees that, without the prior written consent of
the Representative (which consent may be withheld in its sole discretion), the
undersigned will not sell, offer to sell, solicit an offer to buy, contract to
sell, loan, pledge, grant any option to purchase, or otherwise transfer or
dispose of (collectively, a "Disposition"), any shares of Common Stock, or any
securities convertible into or exercisable or exchangeable for Common Stock
(collectively, "Securities"), now owned or hereafter acquired by the undersigned
or with respect to which the undersigned has or hereafter acquires the power of
disposition, for a period of 270 days after the date of the final Prospectus
relating to the offering of the Shares to the public by the Underwriters (the
"Lock-Up Period"). The foregoing restriction is expressly agreed to preclude the
holder of the Securities from engaging in any hedging, pledge or other
transaction which is designed to, or which may reasonably be expected to lead to
or result in a Disposition of Securities during the Lock-Up Period even if such
Securities would be disposed of by someone other than the undersigned. Such
prohibited hedging, pledge or other transactions would include without
limitation any short sale (whether or not against the box), any pledge of shares
covering an obligation that matures, or could reasonably mature during the
Lock-Up Period, or any purchase, sale or grant of any right (including without
limitation any put or call option ) with respect to any Securities or with
respect to any security that includes, relates to or derives any significant
part of its value from Securities.
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Notwithstanding the foregoing, the undersigned may (i) exercise (on a
cash or cashless basis, whether in a traditional cashless exercise or in a
"brokers" cashless exercise), Common Stock options or warrants outstanding on
the date hereof, it being understood, however, that the shares of Common Stock
received (net of shares sold by or on behalf of the undersigned in a "brokers"
cashless exercise or shares delivered to the Company in a traditional cashless
exercise thereof) by the undersigned upon exercise thereof shall be subject to
the terms of this agreement, (ii) transfer shares of Common Stock or Securities
during the undersigned's lifetime by bona fide gift or upon death by will or
intestacy, provided that any transferee agrees in writing to be bound by the
terms of this agreement, and (iii) transfer or otherwise dispose of shares of
Common Stock or Securities as a distribution to limited partners or shareholders
of the undersigned, provided that the distributees thereof agree in writing to
be bound by the terms of this Agreement.
The undersigned also hereby irrevocably agrees that the Representative
shall have the right of first refusal for a period of two years after the
expiration of the Lock-Up period to be the sole broker/dealer for any sales made
under Rule 144 of the Securities Act by the undersigned so long as the price and
execution offered by the Representative is in conformity with the then market
conditions.
The undersigned understands that the Underwriters will rely upon the
representations set forth in this Lock-Up Agreement in proceeding with the
Public Offering. The undersigned agrees that the provisions of this agreement
shall be binding upon the successors, assigns, heirs, personal and legal
representatives of the undersigned. Furthermore, the undersigned hereby agrees
and consents to the entry of stop transfer instructions with the Company's
transfer agent against the transfer of the Securities held by the undersigned
except in compliance with this Lock-Up Agreement.
It is understood that, if the Underwriting Agreement does not become
effective prior to _________________ ___, 1999, or if the Underwriting Agreement
(other than the provisions thereof which survive termination) shall terminate or
be terminated prior to payment for and delivery of the Shares, the obligations
under this letter agreement shall automatically terminate and be of no further
force and effect.
Very truly yours,
By:_______________________________
Signature
__________________________________
Printed name of person/entity
__________________________________
Title if applicable
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__________________________________
Additional signature(s), if stock
jointly held
Accepted as of the date first set forth above:
Cruttenden Xxxx Incorporated
By: __________________________
Name: ________________________
Title: _______________________
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