Xxxxxx Xxxxxxx & Company, L.P.
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
In order to induce Xxxxxx Xxxxxxx & Company, L.P. (the "Underwriter")
and Hawaiian Natural Water Company, Inc. (the "Company") to enter into an
underwriting agreement (the "Underwriting Agreement") with respect to the
offering of securities issued by the Company, the undersigned intending to be
legally bound hereby agrees that for a period commencing on the date hereof
and ending eighteen (18) months following the effective date of the
registration statement (the "Registration Statement") relating to the
underwritten public offering of securities issued by the Company, he, she or
it will not, without the prior written consent of the Underwriter, directly
or indirectly, issue, offer to sell, sell, grant an option for the sale of,
assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any
securities issued by the Company, including common stock or securities
convertible into or exchangeable or exercisable for or evidencing any right
to purchase or subscribe for any shares of common stock ("Securities")
(either pursuant to Rule 144 of the regulations under the Securities Act of
1933, as amended, or otherwise) whether or not beneficially owned by the
undersigned, or dispose of any beneficial interest therein.
In addition, the undersigned agrees that for the period commencing on
the date hereof and extending twenty-four (24) months following the effective
date of the Registration Statement, any sales of Securities shall be made
through the Underwriter in accordance with its customary brokerage policies,
either on a principal or agency basis.
In order to enable the aforesaid covenants, the undersigned hereby
consents to the placing of legends and/or stop-transfer orders with the
Transfer Agent of the Company's securities with respect to any of the
Company's securities registered in the name of the undersigned or
beneficially owned by the undersigned.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York without giving effect to
the choice of law or conflicts of laws principles.
Dated: __________________ 1996 __________________________________________
Name (Please print or type)
______________________________ __________________________________________
Address (Please print or type) Signature
______________________________ __________________________________________
Social Security or Federal Tax I.D. Number
______________________________
