Snowdance, Inc.
Xxxxx 00
Xxxxxxxxxxx, XX 00000
Ladies and Gentlemen:
In order to induce Xxxxxxxxxx Xxxx & Xxxx Incorporated
("Josephthal"), Cruttenden Xxxx Incorporated and Snowdance, Inc. (the "Company")
to enter into an underwriting agreement (the "Underwriting Agreement") with
respect to the proposed public offering of securities issued by the Company, the
undersigned intending to be legally bound hereby agrees that, for a period
commencing on the date hereof and ending on the date that is the number of
months set forth in Column A below following the effective date of the
registration statement (the "Registration Statement") relating to the
underwritten public offering of securities issued by the Company, it will not,
without the prior written consent of the Company, directly or indirectly,
offer to sell, sell, transfer, hypothecate or otherwise encumber or dispose of
the respective number of shares of common stock set forth in Column B below,
which shares were issued by the Company to the undersigned pursuant to that
certain Purchase and Sale Agreement by and between the Company and the
undersigned, dated as of _____________ ___, 1997 (the "Securities"), either
pursuant to Rule 144 of the regulations under the Securities Act of 1933,
as amended, or otherwise, or dispose of any beneficial interest therein:
COLUMN A COLUMN B
-------- --------
24 months 226,436 shares
13 months 66,064 shares
The 226,436 shares of common stock of the Company set forth in
Column B above represents the shares held by the undersigned that are
beneficially owned by Josephthal, its principals and employees pursuant to their
percentage of partnership interest in the undersigned.
In order to enable the aforesaid covenant, the undersigned hereby
consents to the placing of legends and/or stop-transfer orders with the transfer
agent of the Company's securities with respect to the Securities.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York without giving effect to the
choice of law or conflicts of law principles.
Dated: ____________________, 1998 Skyline Partners, L.P.
By: Skyline Partners, Inc.,
Its General Partner
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 By:
--------------------------------- -----------------------------
Print Address Name: Xxx Xxxxxx
Title: President
00-0000000
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Print Taxpayer I.D. Number
