XXXXXXX 0
Xxxxxxx 0, 0000
X.X. Xxxxxx & Co., Inc.
0000 Xx. Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Dear Sirs:
This letter is being delivered to you in connection with the
proposed Stock Purchase Agreement by and among ASHA Corporation (the "Company"),
Alain X-X Xxxxxx and the undersigned, whereby the undersigned is purchasing
1,118,652 shares of the Company's Common Stock from Xxxxx Xxxxxx. Capitalized
terms used and not otherwise defined herein shall have the same meanings as set
forth in the Underwriting Agreement between us and the Company dated June 27,
1997.
In order to obtain your consent to the foregoing transaction, the
undersigned hereby agrees for a period of eighteen (18) months commencing June
27, 1997 and expiring December 27, 1998, not to, without the prior written
consent of the Representative, sell, offer to sell, contract to sell,
hypothecate, pledge, make gifts of, grant an option for the sale of or otherwise
dispose of, any of the shares of Common Stock being purchased from Xxxxx Xxxxxx
pursuant to the Stock Purchase Agreement. In addition, the undersigned hereby
agrees that until June 27, 1999, the Representative shall have the right to
purchase for its own account or sell for the account of the undersigned any of
such shares of Common Stock sold pursuant to Rule 144 of the Act.
The undersigned hereby consents to and will permit all certificates
evidencing the shares of Common Stock owned by it to be endorsed with the
appropriate restrictive legends reflecting the foregoing restrictions, and to
the placement of appropriate stop transfer orders with the transfer agent for
the Company's securities.
Sincerely yours,
Greenmotors LLC
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
NYFS11...:\92\56392\0003\1915\LTR1078N.430
