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Exhibit 10.10
LOCK-UP AGREEMENT
XXXXXX XXXXXXX & ASSOCIATES, INC.
As Representative of the several Underwriters
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
The undersigned understands that you, as representative of the several
underwriters (the "Underwriters"), propose to enter into an Underwriting
Agreement with Xxxxxx Enterprises, Inc. (the "Company") providing for the public
offering (the "Public Offering") by the several Underwriters, including
yourselves, of the Company's Common Stock, par value $.001 per share (the
"Common Stock"), and Common Stock purchase warrants.
In consideration of the Underwriters' agreement to conduct the Public
Offering, and for other good and valuable consideration the receipt of which is
hereby acknowledged, the undersigned hereby agrees, during the period ending at
5:00 pm Florida time on the date which is one year after the date of the final
prospectus for the Public Offering (the "Lock-up Period"), not to offer to sell,
contract to sell, or otherwise sell, dispose of, loan, pledge or grant any
rights with respect to (collectively, a "Disposition") any shares of Common
Stock of the Company, any options or warrants to purchase any shares of Common
Stock of the Company or any securities convertible into or exchangeable for
shares of Common Stock of the Company (collectively, the "Securities") now owned
or hereafter acquired directly by the undersigned or with respect to which the
undersigned has or hereafter acquires the power of disposition, otherwise than
(i) as a bona fide gift or gifts, provided the donee or donees thereof agree in
writing to be bound by this restriction, or (ii) with the prior written consent
of Xxxxxx Xxxxxxx & Associates, Inc., which may be withheld in its sole
discretion. The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a Disposition of Securities
during the Lock-up Period, even if such Securities would be disposed of by
someone other than the undersigned. Such prohibited hedging or other
transactions includes, without limitation, any short sale (whether or not
against the box) or any purchase, sale or grant of any right (including, without
limitation, any put or call option) with respect to any Securities or with
respect to any security (other than a broad-based market basket or index) that
includes, relates to or derives any significant part of its value from the
Securities.
The undersigned agrees that for a period of two years from the date of the
final prospectus, it will not make a Disposition of Securities through any
broker/dealer, other than
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Xxxxxx Xxxxxxx & Associates, Inc., unless it shall first have offered to Xxxxxx
Xxxxxxx & Associates, Inc. the exclusive right to act as broker/dealer in
connection with such sale, and Xxxxxx Xxxxxxx & Associates, Inc. shall have
declined in writing to act in such capacity.
The undersigned hereby acknowledges that this agreement is valid and
binding notwithstanding any prior agreements relating to this matter and further
agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent against the transfer of the Securities held by the
undersigned except in compliance with this agreement. The undersigned also
understands that the Underwriters will proceed with the Public Offering in
reliance upon this agreement.
Date:___________________
____________________________
(Stockholder name)
____________________________
(Signature)
____________________________
(Name & Title, if applicable)
____________________________
____________________________
____________________________
(Address)
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