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EXHIBIT 99.1
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____________ 1997
First London Securities Corporation
As Representative of the Several Underwriters
0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Dear Sirs:
The undersigned understands that First London Securities Corporation,
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 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 180th day after the
date of the final Prospectus (as defined in the Underwriting
Agreement) with regard to all Subject Securities and during the period
from the date of this letter until the 365th day after the date of the
final Prospectus with regard to 50% of the Subject Securities.
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First London Securities Corporation
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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 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 such
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 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
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Street Address
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City, State and Zip Code
