LOCK-UP AGREEMENT
September 12, 1996
First Metropolitan Securities, Inc.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: TTR Inc.
Ladies and Gentlemen:
The undersigned understands that your corporation (the "Underwriter")
proposes to enter into an Underwriting Agreement with TTR Inc. (the "Company")
providing for the public offering of securities of the Company pursuant to a
registration statement (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission").
In consideration of the agreement of the Underwriter to offer
securities, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees that,
without the prior written consent of the Underwriter, the undersigned will not,
for a period of eighteen (18) months following the date the Registration
Statement is declared effective (the "Effective Date") by the Securities and
Exchange Commission, offer, sell, contract to sell, grant any option to purchase
or right to acquire, or dispose of any shares of Common Stock of the Company or
any security convertible into or exchangeable for shares of Common Stock of the
Company (including, without limitation Common Stock of the Company that may be
deemed to be beneficially owned by the undersigned in accordance with the rules
and regulations of the Securities and Exchange Commission) held by the
undersigned on the Effective Date or issuable upon the exercise of any option or
other security held by the undersigned on such date.
Notwithstanding the above, the undersigned maintains the right to make a
private transfer provided the transferee agrees to be bound by the same
restrictions set forth in this agreement.
The undersigned understands that the Company and the Underwriter will
proceed with the public offering in reliance on this Lock-Up Agreement.
Very Truly Yours,
_______________________________
Signature
_______________________________
Name
_______________________________
Date
THE COMPANY REQUESTS THAT THIS LOCK-UP AGREEMENT BE COMPLETED AND DELIVERED
TO XXXXX XXXXXXXX, XXXX MARKS & XXXXX LLP, 000 XXXXX XXXXXX, XXX XXXX, XXX XXXX
00000.
