___________, 1996
First United Equities Corporation
As Representative of the
Several Underwriters
000 Xxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxx, X.X. 11530
Gentlemen:
In order to induce First United Equities Corporation (the
"Representative") to enter into an underwriting agreement (the "Underwriting
Agreement") with U.S. Golf and Entertainment Inc., a Delaware corporation (the
"Company"), pursuant to which the Representative and other underwriters will
purchase, severally but not jointly, Common Stock, par value $.001 per share, of
the Company ("Common Stock"), the undersigned hereby agrees that for a period
(the "Restricted Period") of 24 months following the effective date of the
Company's registration statement on Form SB-2 filed in connection with the
Company's initial public offering of the Common Stock (the "Effective Date"),
the undersigned will not directly or indirectly offer to sell, sell, grant an
option for the sale of, assign, transfer, pledge, hypothecate or otherwise
encumber or dispose of (either pursuant to Rule 144 of the regulations under the
Securities Act of 1933, as amended, or otherwise) any Common Stock or any other
securities issued by the Company ("Company Securities") registered in the
undersigned's name or beneficially owned by the undersigned or dispose of any
beneficial interest therein without the prior written consent of the
Representative. Notwithstanding the foregoing, no prior written consent shall be
required as to any (i) offer to sell, sale, assignment, transfer or other
disposition of Company Securities to any affiliate, associate, shareholder,
employee or partner of the undersigned or (ii) grant of a bona fide gift to any
person, provided that in the case of (i) or (ii) above the person acquiring the
Company Securities enters into a letter agreement in substantially the same form
and content as this letter agreement.
In order to enable you to enforce the aforesaid agreement, the
undersigned hereby consents to the placing of legends on, and stop-transfer
orders with the transfer agent of the Company's Securities with respect to, any
of the Company Securities registered in the undersigned's name or beneficially
owned by the undersigned, and the undersigned further agrees to deliver or cause
to be delivered to the Representative prior to the Effective Date all such
Company Securities. The Representative may retain custody of such Company
Securities until the earlier of (a) the expiration of the Restricted Period or
(b) the Representative's giving of its written consent to the release of such
Company Securities from the terms of this agreement, whereupon said Company
Securities shall be delivered to the undersigned.
This Agreement shall be binding on the undersigned and his,
her or its respective heirs, personal representatives, successors and assigns.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
conflict of law principles.
------------------------------
Signature
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Print Name of Shareholder
------------------------------
Print Address
_______________, 1996
First United Equities Corporation
As Representative of the
Several Underwriters
000 Xxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxx, X.X. 11530
Gentlemen:
In order to induce First United Equities Corporation (the
"Representative")to enter into an underwriting agreement (the "Underwriting
Agreement") with U.S. Golf and Entertainment Inc., a Delaware corporation (the
"Company"), pursuant to which the Representative and other underwriters will
purchase, severally but not jointly, Common Stock, par value $.001 per share, of
the Company ("Common Stock"), the undersigned hereby agrees that for a period
(the "Restricted Period") of 24 months following the effective date of the
Company's registration statement on Form SB-2 filed in connection with the
Company's initial public offering of the Common Stock (the "Effective Date"),
the undersigned will not directly or indirectly offer to sell, sell, grant an
option for the sale of, assign, transfer, pledge, hypothecate or otherwise
encumber or dispose of (either pursuant to Rule 144 of the regulations under the
Securities Act of 1933, as amended, or otherwise) any shares ("Shares") of
Common Stock of the Company registered in the undersigned's name or beneficially
owned by the undersigned or dispose of any beneficial interest therein without
the prior written consent of the Representative. Notwithstanding the foregoing,
no prior written consent shall be required as to any (i) offer to sell, sale,
assignment, transfer or other disposition of Shares to any affiliate, associate,
shareholder, employee or partner of the undersigned or (ii) grant of a bona fide
gift to any person, provided that in the case of (i) or (ii) above the person
acquiring the Shares enters into a letter agreement in substantially the same
form and content as this letter agreement.
In order to enable you to enforce the aforesaid agreement, the
undersigned hereby consents to the placing of legends on, and stop-transfer
orders with the transfer agent of the Company's Common Stock with respect to,
all of the Shares registered in the undersigned's name or beneficially owned by
the undersigned, and the undersigned further agrees to deliver or cause to be
delivered prior to the Effective Date (a) to Xxxxxx X. Xxxx and Xxxxxx X.
Xxxxxxxxx _____ Shares pursuant to the Custody
Agreement and Irrevocable Power of Attorney attached hereto, and (b) to the
Representative _____ Shares, which the Representative may retain in its custody
until the earlier of (a) the expiration of the Restricted Period or (b) the
Representative's giving of its written consent to the release of such Shares
from the terms of this agreement, whereupon said Shares shall be delivered to
the undersigned.
This Agreement shall be binding on the undersigned and his,
her or its respective heirs, personal representatives, successors and assigns.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
conflict of law principles.
------------------------------
Signature
------------------------------
Print Name of Shareholder
------------------------------
Print Address
___________, 1996
First United Equities Corporation
As Representative of the
Several Underwriters
000 Xxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxx, X.X. 11530
Gentlemen:
In order to induce First United Equities Corporation (the
"Representative") to enter into an underwriting agreement (the "Underwriting
Agreement") with U.S. Golf and Entertainment Inc., a Delaware corporation (the
"Company"), pursuant to which the Representative and other underwriters will
purchase, severally but not jointly, Common Stock, par value $.001 per share, of
the Company ("Common Stock"), the undersigned hereby agrees that for a period
(the "Restricted Period") of 24 months following the effective date of the
Company's registration statement on Form SB-2 filed in connection with the
Company's initial public offering of the Common Stock (the "Effective Date"),
the undersigned will not directly or indirectly offer to sell, sell, grant an
option for the sale of, assign, transfer, pledge, hypothecate or otherwise
encumber or dispose of (either pursuant to Rule 144 of the regulations under the
Securities Act of 1933, as amended, or otherwise) any Common Stock or any other
securities issued by the Company ("Company Securities") registered in the
undersigned's name or beneficially owned by the undersigned or dispose of any
beneficial interest therein without the prior written consent of the
Representative. Notwithstanding the foregoing, no prior written consent shall be
required as to any (i) offer to sell, sale, assignment, transfer or other
disposition of Company Securities to any affiliate, associate, shareholder,
employee or partner of the undersigned or (ii) grant of a bona fide gift to any
person, provided that in the case of (i) or (ii) above the person acquiring the
Company Securities enters into a letter agreement in substantially the same form
and content as this letter agreement.
In order to enable you to enforce the aforesaid agreement, the
undersigned hereby consents to the placing of legends on, and stop-transfer
orders with the transfer agent of the Company's Securities with respect to, any
of the Company Securities registered in the undersigned's name or beneficially
owned by the undersigned.
This Agreement shall be binding on the undersigned and his,
her or its respective heirs, personal representatives, successors and assigns.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
conflict of law principles.
------------------------------
Signature
------------------------------
Print Name of Shareholder
------------------------------
Print Address
