1
Exhibit 10.15
Cruttenden Xxxx Incorporated
As Representative of the Underwriters
00 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement") between XxxxxxxXxxx.xxx
Incorporated, a Delaware corporation or any successor (the "Company"), and you
as representative of the several underwriters (the "Underwriters") named in
Schedule I thereto, relating to an underwritten public offering (the "Offering")
of shares of the Company's common stock, $.001 par value per share (the "Common
Stock") (including shares of Common Stock subject to an option granted to the
Underwriters solely to cover over-allotments, if any).
In order to induce you and the other Underwriters to enter into the
Underwriting Agreement with respect to the Offering, the undersigned, intending
to be legally bound, hereby agrees, for the benefit of the Company, you and the
other Underwriters, that for a period of 180 days following the effective date
of the Registration Statement relating to the Offering (the "Lock-up Period"),
the undersigned will not, without the prior written consent of the
Representative (as defined in the Underwriting Agreement), directly or
indirectly, offer, offer to sell, sell, contract to sell, grant any option for
the purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or
dispose of any beneficial interest in or grant any other person the right to
acquire or otherwise dispose of (or enter into any transaction or arrangement
which is designed to, or could be expected to, result in the disposition at
anytime in the future of) ("Transfer") any shares of Common Stock or securities
convertible into or exchangeable for or evidencing any right to purchase or
subscribe for any shares of Common Stock (either pursuant to Rule 144 of the
regulations under the Securities Act of 1933, as amended, or otherwise) either
beneficially owned by the undersigned as of the effective date of the
Registration Statement or acquired by the undersigned during the Lock-up Period
as a result of the exercise of options or otherwise (the "Securities"). The
undersigned also will not, during the Lock-up Period, exercise any registration
rights relating to any shares of Common Stock, without the prior written consent
of the Representative.
Further, during the 180-day period immediately following the Lock-up
Period (i) the undersigned agrees that no sales or other dispositions of Common
Stock will be made in excess of the number of shares which such parties are
permitted to sell pursuant to Rule 144 under the Securities Act, and (ii) in any
event, all sales or other dispositions of Common Stock by such parties will be
made through Cruttenden Xxxx Incorporated as Representative, subject to the
prior approval of Cruttenden Xxxx Incorporated, which approval will be based, in
part, on an assessment of then existing market conditions, made by and at the
sole discretion of Cruttenden Xxxx Incorporated, and that should Cruttenden Xxxx
Incorporated determine that market conditions will not support the sale or other
disposition of Common Stock at any given time, the undersigned agrees that the
undersigned will not proceed with such sale or other disposition until such time
as Cruttenden Xxxx Incorporated determines market conditions to be appropriate
to
2
proceed with such sale or other disposition, or until the expiration of such
180-day period, whichever occurs first.
In the event that the Representative consents to a Transfer, the
undersigned hereby agrees that, during the Lock-up Period and for 180 days
thereafter, the execution of any order relating to a Transfer of Securities
shall be placed through the Representative.
To enable the Company and the Underwriters to enforce the aforesaid
covenants, the Undersigned hereby consents to the placing of legends on the
Securities and stop-transfer orders with the transfer agent of the Company's
securities with respect to any of the Securities registered in the name of or
beneficially owned by the undersigned.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without giving effect to the
choice of law or conflict of laws principles.
If for any reason the Underwriting Agreement shall be terminated prior
to the Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall be likewise terminated at such time.
Dated: _________________, 1999
--------------------------------------
Signature
--------------------------------------
Print Name
--------------------------------------
Print Address
--------------------------------------
Print Social Security Number or
Taxpayer I.D. Number
