Exhibit 2
Xxxxxx Xxxxxx
00000 Xxxxxxxxx Xxxxx
Xxxxxx Xxxx, Xxxx 00000
Xxxxxxx Inc.
Public Offering of Common Stock
March 28, 1996
Xxxxxxx Xxxxx & Company, L.L.C.
Xxxx. Xxxxx & Sons Incorporated
As Representatives of the
Several Underwriters
c/o Xxxxxxx Xxxxx & Company, L.L.C.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
This letter is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement") by and among
Xxxxxxx Inc., a Delaware corporation (the "Company"), Waxman USA Inc., a
Delaware corporation, Waxman Industries, Inc., a Delaware corporation, and you,
as representatives of a group of Underwriters named therein, relating to an
underwritten public offering of Common Stock, $.01 par value (the "Common
Stock"), of the Company. Each capitalized term used, but not otherwise defined,
herein shall have the meaning ascribed to such term in the Underwriting
Agreement.
In order to induce the Underwriters to enter into the
Underwriting Agreement, the undersigned agrees that he, she or it, as the case
may be, will not during the period of 180 days following the date of the
Prospectus issued pursuant to this offering, without the prior written consent
of the Representatives, offer, sell or contract to sell, or otherwise dispose
of, directly or indirectly, or announce the offering of, any shares of Common
Stock beneficially owned by such person, or any securities convertible into, or
exchangeable for, shares of Common Stock, other than shares of Common Stock
disposed of as bona fide gifts; provided, however, that any shares of Common
Stock sold, converted, disposed of or otherwise transferred pursuant to this
letter shall be subject to the same 180 day restriction set forth in this letter
and prior to such transfer the transferor thereof shall deliver to the
Representatives the written acknowledgment of the transferee that it has
received such shares of Common Stock subject to such restrictions.
If for any reason the Underwriting Agreement shall be
terminated prior to the First Closing Date, the agreement set forth above shall
likewise be terminated.
Very truly yours,
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
Title: Director of Xxxxxxx Inc.
Address: 00000 Xxxxxxxxx Xxxxx
Xxxxxx Xxxx, Xxxx 00000
