LOCK-UP AGREEMENT
August 25, 1998
JTH Tax, Inc.
000 Xxxxxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000
Ladies and Gentlemen:
The undersigned understands that you are the issuer of a public offering
of Class A Common Stock, $1.00 par value (the "Common Stock") that will be
offered and sold by Xxxx X. Seal, a director, Vice President and Treasurer of
JTH Tax, Inc. (the "Company") pursuant to the Company's Registration Statement
on Form SB-2, Registration No. 333-58085, as filed with the Securities and
Exchange Commissioner June 30, 1998, as amended (the "Offering").
As of the date of this Lock-up Agreement (the "Agreement"), the
undersigned owns 226,150 shares of the Company's Common Stock; 136,150 shares of
Class A Common Stock and 90,000 shares of Class B Common Stock which is
convertible into shares of Class A Common Stock. These Shares are considered
promotional shares pursuant to the North American Securities Administrators
Association Statement of Policy Regarding Promotional Shares and Statement of
Policy Regarding Corporate Securities Definitions (the "Policies"). Pursuant to
the Policies, 88,074 shares will be subject to the provisions of this Agreement
(the "Promotional Shares"). The undersigned also intends to purchase shares of
Class A Common Stock in the Offering (the "Offering Shares").
In consideration for the Company's agreement to make the Offering and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the undersigned hereby agrees, for the Lock-Up Period as defined
below, not to, directly or indirectly, (i) offer, pledge to secure any
obligation due within the Lock-Up Period, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option for the sale of, or otherwise dispose of or transfer (other than a
disposition or transfer by gift to an immediate family member or by will, the
laws of descent and distribution, the operation of law or by any court of
competent jurisdiction and proper venue, pursuant to which the acquiror or
transferee is subject to the restrictions on disposition and transfer set forth
in this Lock-Up Agreement to the same extent as the undersigned) any Promotional
or Offering Shares or any securities convertible into or exercisable or
exchangeable for Promotional or Offering Shares or (ii) enter into any swap or
any other agreement or transaction that transfers, in whole or in part, directly
or indirectly, the economic consequence of ownership of the Promotional or
Offering Shares, whether any such swap or transaction described in clause (i) or
(ii) above is to be settled by delivery of Promotional or Offering Shares or
such other securities, in cash or otherwise (the "Restrictions").
The Promotional and Offering Shares shall be subject to the above
restrictions for a period of two years from the date of completion of the
Offering with the exception that one year after the completion of the Offering,
2,202 Promotional Shares may be released from the Restrictions and 2,202
additional Promotional Shares may be released from the Restrictions 90 days
thereafter, 2,202 additional Promotional Shares may be released from the
Restrictions 180 days thereafter, 2,202 additional Promotional Shares may be
released from the Restrictions 270 days thereafter and the remainder of the
Promotional Shares as well as the Offering Shares may be released from the
Restrictions on the second anniversary of the completion of the Offering (the
"Lock-up Period").
The undersigned also holds 5000 options to purchase shares of the Common
Stock (the "Option Shares"). The Option Shares shall also be subject to the
Restrictions for the Lock-Up Period.
The undersigned understands that the Promotional, Offering and Option
Shares will be released from the Restrictions, and this Agreement and all
obligations thereunder will be terminated in the event that:
1. the Offering is terminated and no securities are sold pursuant
thereto; or
2. the Common Stock becomes a "Covered Security" as defined in Section
18(b)(1) of the Securities Act of 1933.
Furthermore, the undersigned hereby agrees and consents to the entry of a
legend upon the Promotional, Offering and Option Shares to evidence the
prohibition against the transfer of such shares held by the undersigned except
in compliance with this Lock-Up Agreement.
Very truly yours,
__________/s/______________
Xxxx X. Xxxxxx
Accepted as of the date first set forth above:
JTH TAX, INC.
BY: /s/
Xxxxx Xxxxxxxx
sweisba\jth\lockup.hew
Securities and Exchange Commission
August 26, 1998
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