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EXHIBIT 99.1
July ___, 1997
Duke & Co., Inc.
000 Xxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
Gentlemen:
The undersigned understands that Duke & Co., Inc., as representative
(the "Representative") of the several underwriters (the "Underwriters"),
proposes to enter into an Underwriting Agreement (the "Underwriting Agreement")
with Aviation Group, Inc. (The "Company") providing for the purchase by the
Underwriters of shares (the "Shares") of Common Stock, par value $0.01 per
share, of the Company ("Common Stock") and Redeemable Common Stock Purchase
Warrants (the "Warrants"), and that the Underwriters propose to offer the
Shares and Warrants to the public (the "Offering"). Common Stock (other than
the Shares) of which the undersigned is now, or may in the future become, the
beneficial owner (within the meaning of Rule 13d-3 promulgated pursuant to the
Securities Exchange Act of 1934, as amended) shall be referred to herein as the
"Subject Securities".
In consideration of the execution of the Underwriting Agreement by the
Underwriters and the Offering, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the undersigned hereby irrevocably
agrees that:
(i) Without the prior written consent of the
Representative, the undersigned will not offer, pledge, sell contract to sell,
grant any option for the sale of, make a short sale or otherwise dispose of or
engage in any hedging or other transaction that is designed or reasonably
expected to lead to a disposition of any Subject Securities, or otherwise
dispose of (or publicly announce any offer, pledge, sale, grant of an option to
purchase or other disposition), directly or indirectly, any Subject Securities,
during the period from the date of this letter until the 365th day after the
date of the final Prospectus (as defined in the Underwriting Agreement) with
regard to all Subject Securities, provided that in the event the Representative
by a written communication within six (6) months after the date of the final
Prospectus releases the undersigned from the foregoing restrictions with
regards to, together with any previous such releases, an aggregate of 50% or
more of the Subject Securities, then such restrictions with respect to the
remaining Subject Securities shall be extended until the 730th day after the
date of the final Prospectus.
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(ii) In addition to the foregoing, the undersigned will
not offer, pledge, sell, contract to sell, grant any option for the sale of,
make a short sale or otherwise dispose of or engage in any hedging or other
transaction that is designed or reasonably expected to lead to a disposition of
any securities convertible into, or exercisable or exchangeable for, the
Subject Securities from the date of this letter until the 365th day or the
730th day, as the case may be, after the date of the final Prospectus unless,
prior to any such disposition, the undersigned delivers to the Representative
an identical copy of this letter, executed by the prospective acquiror of such
securities.
The undersigned further understands that the Company will take steps
as may be reasonably necessary to enforce the foregoing provisions and restrict
the sale or transfer of such Securities as provided herein including, but not
limited to, notification to the Company's transfer agent regarding any such
restrictions; and the undersigned hereby agrees to and authorizes any actions
and acknowledges that the Company and you are relying on this Agreement in
taking any such actions.
If for any reason the foregoing shall be terminated prior to the
Closing Date (as defined in the Underwriting Agreement), the agreement set
forth above shall likewise be terminated.
If the foregoing conforms to your understanding of our agreement,
please so indicate by signing a copy of this Agreement, whereupon it shall
become a binding agreement between and among us.
Very truly yours,
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Signature
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Printed Name
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Street Address
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City, State and Zip Code
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July 9, 1997
Duke & Co., Inc.
000 Xxxxx Xxx.
7th Floor
New York, NY 10022
Gentlemen:
The undersigned understands that Duke & Co., Inc., as representative
(the "Representative") of the several underwriters (the "Underwriters"),
proposes to enter into an Underwriting Agreement (the "Underwriting Agreement")
with Aviation Group, Inc. (The "Company") providing for the purchase by the
Underwriters of shares (the "Shares") of Common Stock, par value $0.01 per
share, of the Company ("Common Stock") and Redeemable Common Stock Purchase
Warrants (the "Warrants"), and that the Underwriters propose to offer the
Shares and Warrants to the public (the "Offering"). Common Stock (other than
Shares) of which the undersigned is now, or may in the future become, the
beneficial owner (within the meaning of Rule 13d-3 promulgated pursuant to the
Securities Exchange Act of 1934, as amended) shall be referred to herein as the
"Subject Securities".
In consideration of the execution of the Underwriting Agreement by the
Underwriters and the Offering, and for other good and valuable consideration
the receipt of which is hereby acknowledged, the undersigned hereby irrevocably
agrees that:
(i) Without the prior written consent of the Representative, the
undersigned will not offer, pledge, sell, contract to sell,
grant any option for the sale of, make a short sale or otherwise
dispose of or engage in any hedging or other transaction that is
designed or reasonably expected to lead to a disposition of any Subject
Securities, or otherwise dispose of (or publicly announce any offer,
pledge, sale, grant of an option to purchase or other disposition),
directly or indirectly, any Subject Securities, during the period from
the date of this letter until the 730th day after the date of the final
Prospectus (as defined in the Underwriting Agreement) with regard to
all Subject Securities provided, however, that the undersigned holder
of the Company's 10% Convertible Note(s) Due March 1, 2001 (the
"Note(s)") may dispose of during a Payment Period a necessary number of
Subject Securities providing for net proceeds to the undersigned of an
amount not to exceed the quarterly installment of principal due under
the Note(s). As used herein the term Payment Period shall mean the ten
business days proceeding and following the due date of any quarterly
installment of principal under the Note(s).
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Duke & Co., Inc.
Page 2
(ii) In addition to the foregoing, the undersigned will not
offer, pledge, sell, contract to sell, grant any option for the sale
of, make a short sale or otherwise dispose of or engage in any hedging
or other transaction that is designed or reasonably expected to lead to
a disposition of any securities convertible into, or exercisable or
exchangeable for, the Subject Securities from the date of this letter
until the 730th day after the date of the final Prospectus unless,
prior to any such disposition, the undersigned delivers to the
Representative an identical copy of this letter, executed by the
prospective acquiror of such securities.
(iii) The Company agrees that during the term of this
agreement, it will not, without the express written permission of the
undersigned, redeem or prepay the Notes prior to their mandatory
payment dates.
The undersigned further understands that the Company will take such
steps as may be reasonable necessary to enforce the foregoing provisions and
restrict the sale or transfer of such Securities as provided herein including,
but not limited to, notification to the Company's transfer agent regarding any
such restrictions, and the undersigned hereby agrees to and authorizes any
actions and acknowledges that the Company and you are relying upon this
Agreement in taking any such actions.
If for any reason the Offering shall be terminated prior to the Closing
Date (as defined in the Underwriting Agreement), the agreement set forth above
shall likewise be terminated.
If the foregoing conforms to your understanding of our agreement,
please so indicate by signing a copy of this Agreement, whereupon it shall
become a binding agreement between and among us.
Very truly yours,
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Signature
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Printed Name
--------------------------------------
Street Address
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City, State and Zip Code
