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EXHIBIT 4.5
12-MONTH LOCK-UP AGREEMENT
NUTMEG SECURITIES, LTD
As Representative of the Several Underwriters
C/O NUTMEG SECURITIES, LTD.
000 Xxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Ladies and Gentlemen:
The undersigned is a holder of securities of Automotive One Parts Stores,
Inc., a Florida corporation (the "Company"), and wishes to facilitate the
initial public offering of shares of the Company's Common Stock (the
"Offering"). The undersigned recognizes that such Offering, and the public
market for shares of the Company's common stock (the "Common Stock") created
thereby, will be of benefit to the undersigned.
In consideration of the foregoing and in order to induce you to act as
underwriters and representatives ("Representatives") of the several
underwriters (collectively, the "Underwriters") in connection with the
Offering, the undersigned hereby agrees that he, she or it will not, directly
or indirectly, on behalf of the Underwriters, offer to sell, sell, contract to
sell, grant any option to purchase or otherwise dispose (or announce any offer,
offer of sale, contract of sale, grant of any option to purchase or other
disposition) of any shares of Common Stock (including, without limitation,
shares of Common Stock acquired or to be acquired by the undersigned in the
Offering as described in the Form SB-2 Registration Statement filed by the
Company with the Securities and Exchange Commission, File No. 333-27227, the
"Registration Statement"), options to acquire shares of Common Stock or
securities exchangeable for or convertible into shares of Common Stock of the
Company which he, she or it may own directly, indirectly or beneficially (as
defined by the Securities Exchange Act of 1934 and the rules and regulations
thereunder) for a period of twelve (12) months following the day on which the
registration Statement shall become effective by order of the Securities and
Exchange Commission; provided, however, that the foregoing restrictions shall
not apply to transfers by will and the laws of descent and distribution, bona
fide gifts or transfers to an affiliate of the undersigned so long as in each
case such transferee agrees in writing to be bound by the provisions of this
Agreement and such writing is delivered to the Company and the Representatives
prior to effecting such transfer. The undersigned further acknowledges and
consents to the entry by the Company of stop transfer instructions with the
Company's transfer agent restricting the transfer of shares of the Company's
Common Stock held by the undersigned, except for transfers in compliance with
the provisions hereof. The undersigned confirms that he, she or it understands
that the Underwriters and the Company will rely upon the representations set
forth in this Agreement in proceeding with the Offering.
Set forth below is the number of shares of Common Stock owned (including
shares of Common Stock acquired or to be acquired in the Offering), or that
could be acquired upon the exercise of any option or the conversion or exchange
of any security owned by the undersigned.
