________________, 1997
Cohig & Associates, Inc.
0000 Xxxxx Xxxxxxxx Xxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
RE: PREMIER CONCEPTS, INC.--AGREEMENT NOT TO SELL
Ladies and Gentlemen:
Reference is made to a proposed public offering of 1,100,000 Shares and
1,100,000 Warrants (together, the "Securities") of Premier Concepts, Inc.
(the "Company") pursuant to a Registration Statement and prospectus included
therein (the "Registration Statement" and the "Prospectus") filed with the
Securities and Exchange Commission and to be underwritten by Cohig &
Associates, Inc. as representative of the several underwriters to be named in
an underwriting agreement (the "Representative").
In consideration of the offer and sale of such Securities by the Company
and the underwriters and of other valuable consideration, the receipt of
which is hereby acknowledged, the undersigned agrees not to offer, sell
(including engaging in a short sale), contract to sell, pledge, hypothecate,
grant any option to purchase or otherwise dispose of (the "Resale
Restrictions") any shares of common stock of the Company or any securities
convertible into or exchangeable for common stock of the Company beneficially
owned or otherwise held by the undersigned as of the date of this letter or
acquired on or prior to the date of effectiveness of the Registration
Statement or issuable upon exercise of options or warrants held by the
undersigned on such dates (collectively, the "Shares") for the period
specified hereafter without the prior written consent of the Representative.
Such restrictions shall apply to the total number of Shares for a period of
one year after the date of the Final Prospectus (the "Restriction Period").
As a reasonable means of ensuring compliance with the terms of this
Agreement, the undersigned further agrees that the Company may instruct the
transfer agent for the Shares to place a transfer restriction on such
transfer agent's records.
Notwithstanding the foregoing, if the undersigned is an individual, he or
she may transfer any or all of the Shares either during his or her lifetime
or on death by will or intestacy to his or her immediate family or to a
trust, the beneficiaries of which are exclusively the undersigned and/or a
member or members of his or her immediate family; provided, however, that in
any such case it shall be a condition to the transfer that the transferee
execute an agreement stating that the transferee is receiving and holding the
Shares subject to the provisions of this Agreement, and there shall be no
further transfer of such Shares except in accordance with this Agreement.
For purposes of this paragraph, "immediate family" shall mean spouse, lineal
descendant, father, mother, brother or sister of the transferor.
Premier Concepts, Inc.
Lock-Up Agreement
Page 2
In addition, notwithstanding the foregoing, if the undersigned is a
partnership, the partnership may transfer any Shares to a partner of such
partnership or a retired partner of such partnership who retires after the
date hereof, or to the estate of any such partner or retired partner, and any
partner who is an individual may transfer Shares by gift, will or intestate
succession to his or her immediate family (as defined above) or ancestors;
and if the undersigned is a corporation, the corporation may transfer Shares
to any shareholder of such corporation and any shareholder who is an
individual may transfer Shares by gift, will or intestate succession to his
or her immediate family (as defined above) or ancestors; provided, however,
that in any such case, it shall be a condition to the transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding the Shares subject to the provisions of this Agreement, and there
shall be no further transfer of such Shares except in accordance with this
Agreement.
This agreement shall be enforceable by the Company and the
Representative, or either of them, and shall bind and inure to the benefit of
their respective successors, personal representatives, heirs, and assigns.
Very truly yours,
By:
---------------------------------- -----------------------------------
Shares of common stock subject Signature
to this Agreement after closing
of public offering
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---------------------------------- Printed name of person or entity
Warrants subject to this Agreement
after closing of public offering
--------------------------------------
Title if signing for an entity
