EXHIBIT 99.1
XXXXXX, XXXXXXX INC.
XXXXX SECURITIES, INC.
c/x XXXXXX, XXXXXXX INC.
As Representatives of the Several Underwriters
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: Lock Up Agreement
Gentlemen:
In order to induce Xxxxxx, Xxxxxxx Inc. and Xxxxx Securities, Inc.,
the representatives of the several underwriters (the "Representatives"), and
x0xxxxxxx.xxx Inc., a Delaware corporation (the "Company"), or its successor, to
enter into an underwriting agreement with respect to the public offering of
shares of common stock, (the "Common Stock") of the Company (or its successor),
I hereby agree that for a period of twelve (12) months following the effective
date of the Company's (or its successor's) Registration Statement in connection
with such public offering, I will not, without prior written consent of the
Representatives, directly or indirectly, sell, offer to sell, grant an option
for the sale of, transfer, assign, hypothecate, pledge, distribute or otherwise
dispose or encumber (either pursuant to Rule 144 of the regulations under the
Securities Act of 1933, as amended, or otherwise) any shares of Common Stock of
the Company (or its successor) or options, rights, warrants or other securities
convertible into, Common Stock of the Company (or its successor) or options,
rights, warrants or other securities convertible into, exchangeable or
exercisable for or evidencing any right to purchase or subscribe for shares of
Common Stock of the Company (or its successor) (collectively, the "Securities")
(whether or not beneficially owned by the undersigned), or any beneficial
interest therein, provided, however, that the undersigned may transfer the
Securities, or a beneficial interest therein, in a private transaction pursuant
to an exemption from registration (other than Rule 144) provided that the
transferee agrees in writing to be bound by the terms of this agreement.
In order to enable the Representatives to enforce the aforesaid
covenants, I hereby consent to the placing of legends and stop-transfer orders
with the transfer agent of the Company's (or its successor's) securities with
respect to any of the securities registered in my name or beneficially owned by
me.
This Agreement shall be binding on the undersigned and his, her or its
respective successors, heirs, personal representatives 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.
Dated: 01/12/99
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Enviro-Clean of America, Inc.
By:
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Signature Print Address
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Print Name Print Social Security Number or
Taxpayer I.D. number
