Exhibit 4.6
Nations Express, Inc.
Public Offering of Common Stock
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 Company's transfer agent, sell any of his 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. 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,
-----------------------------------
Name:
--------------------------
Address:
--------------------------
--------------------------
Date: ________________, 2000
