EXHIBIT B
LOCK-UP LETTER AGREEMENT
XXXXXX BROTHERS INC.
BT ALEX.XXXXX INCORPORATED
BANCAMERICA XXXXXXXXX XXXXXXXX
As Representatives of the
several underwriters
c/x XXXXXX BROTHERS INC.
Three World Financial Center
Xxx Xxxx, XX 00000
Dear Sirs:
The undersigned understands that you and certain other firms propose
to enter into an Underwriting Agreement (the "Underwriting Agreement") providing
for the purchase by you and such other firms (the "Underwriters") of shares (the
"Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of
Xxxxx Horticulture, Inc. (the "Company") and that the Underwriters propose to
reoffer the Shares to the public (the "Offering").
In consideration of the execution of the Underwriting Agreement by the
Underwriters, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, without the prior written consent of Xxxxxx
Brothers Inc., the undersigned will not, directly or indirectly, (1) offer for
sale, sell, pledge, or otherwise dispose of (or enter into any transaction or
device that is designed to, or could be expected to, result in the disposition
by any person at any time in the future of) any shares of Common Stock
(including, without limitation, shares of Common Stock that may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and shares of Common Stock
that may be issued upon exercise of any option or warrant) or securities
convertible into or exchangeable for Common Stock (other than the Shares) owned
by the undersigned on the date of execution of this Lock-Up Letter Agreement or
on the date of the completion of the Offering, or (2) enter into any swap or
other derivatives transaction that transfers to another, in whole or in part,
any of the economic benefits or risks of ownership of such shares of Common
Stock, whether any such transaction described in clause (1) or (2) above is to
be settled by delivery of Common Stock or other securities, in cash or
otherwise, for a period of 180 days after the date of the final Prospectus
relating to the Offering. The restrictions described in this paragraph, however,
do not apply to (i) the sale of Common Stock to the Underwriters, (ii) the
issuance by the Company of shares of Common Stock upon the exercise of options
issued under the Company's 1998 Long-Term Equity Incentive Plan, as described in
the final Prospectus relating to the Offering, (iii) the transfer of Common
Stock by gift, will or laws of descent and distribution to any person or entity,
provided such person or entity agrees in writing to be bound by the provisions
of this Lock-Up Letter Agreement or (iv)
