EXHIBIT 2
August 15, 1997
Xxxxxxx Xxxxx & Associates, Inc.
As Representative of the
Several Underwriters
c/o Raymond Xxxxx & Associates, Inc.
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
Reference is made to that certain proposed Underwriting
Agreement (the "Underwriting Agreement") among Rock of Ages
Corporation, a Vermont corporation planning to reincorporate as a
Delaware corporation (the "Company"), Xxxxxxx Xxxxx & Associates,
Inc., as representative of the several Underwriters named in
Schedule I thereto, and the Selling Stockholders named in Schedule
II thereto (the "Selling Stockholders"), relating to a proposed
underwritten offering of shares of the Company's Common Stock (the
"Offering"). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Underwriting
Agreement.
In order to induce the Underwriters to enter into the
Underwriting Agreement and to consummate the transactions
contemplated therein, and in further consideration of the execution
of agreements similar to that contained herein, by the directors and
officers of the Company and certain holders of the Company's
securities, the undersigned hereby agrees not to, without the prior
written consent of Xxxxxxx Xxxxx & Associates, Inc. (i) directly or
indirectly sell, offer or contract to sell, or otherwise dispose of,
or transfer any shares of Common Stock of the Company or securities
of the Company convertible into or exchangeable or exercisable for,
Common Stock of the Company (collectively, "Company Securities")
legally or beneficially owned or controlled by the undersigned, now
or hereafter, or any rights to purchase any Company Securities,
before the expiration of the 180-day period following the date of
the Underwriting Agreement (the "Restriction Period"), except that
the undersigned may transfer Common Stock of the Company as a bona
fide gift or gifts, providing that the undersigned provides prior
written notice of such gift or gifts to Xxxxxxx Xxxxx & Associates,
Inc. and the donee or donees thereof agree(s) to be bound by the
restrictions set forth herein, or (ii) exercise or seek to exercise
or effectuate in any manner any rights of any nature that the
undersigned has or may hereafter have to require the Company to
register, under the Securities Act of 1933, as amended (the "Act"),
the undersigned's sale, transfer or other disposition of any Company
Securities or other securities of the Company held by the
undersigned, or to otherwise participate as a selling security
holder in any manner in any registration effected by the Company
under the Act, including the registration relating to the Offering,
before the expiration of the Restriction Period; provided, however,
that (i) the Selling Stockholders may sell shares of Common Stock in
accordance with the Underwriting Agreement, and (ii) the Company may
issue (A) options to purchase Common Stock or shares of Common Stock
issuable upon the exercise of thereof, (B) Common Stock in
connection with the C&C Acquisition and the Xxxxx Acquisition and
(C) capital stock in connection with other acquisitions, provided
such shares of Common Stock issued upon the exercise of options and
such shares of capital stock issued in connection with any such
other acquisitions shall not be transferable prior to the end of the
Restriction Period. The terms "C&C Acquisition" and "Xxxxx
Acquisition" shall have the meanings set forth in the Company's
Registration Statement referred to in the Underwriting Agreement.
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 Company Securities in violation of
this agreement.
/s/ Xxxx X. Xxxxxxx
