LOCK-UP AGREEMENT
June 22, 1998
Realty Information Group, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Xxxxx & Company Incorporated
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned understands that Realty Information Group,
Inc. (the "Company"), a Delaware corporation, proposes to enter into an
underwriting agreement (the "Underwriting Agreement") with Xxxxx & Company
Incorporated and Xxxxxxx & Co., Inc. (the "Representatives"), as representatives
of the several underwriters (the "Underwriters") listed or to be listed in
Schedule A to the Underwriting Agreement, relating to a public offering (the
"Offering") by the Underwriters, including the Representatives, of shares of the
common stock, $.01 par value ("Common Stock"), of the Company. The undersigned
acknowledges that the Company believes that the proposed Offering is in the best
interests of the Company and its stockholders.
To induce the Company, the Representatives and the other
Underwriters to enter into and perform the Underwriting Agreement, the
undersigned agrees that, without the prior written consent of Xxxxx & Company
Incorporated, the undersigned will not directly or indirectly offer to sell,
grant any option for the sale of, assign, transfer, pledge hypothecate, or
otherwise encumber or dispose of any legal or beneficial interest in any shares
of Common Stock, any securities convertible into or exercisable or exchangeable
for shares of Common Stock (which for purposes of this Agreement shall include
all securities of each of Realty Information Group, L.P. and OLD RIG, Inc.
(together, the "Predecessor Entities"), or any warrants, options, or other
rights to purchase, subscribe for, or otherwise acquire any shares of Common
Stock (including, without limitation, any such shares, securities or rights that
may be deemed to be beneficially owned by the undersigned in accordance with the
Rules and Regulations of the Securities and Exchange Commission promulgated
under the Securities Act of 1933, as amended) (collectively, the "Restricted
Securities") for a period commencing on the Commencement Date (as such term is
defined below) until at least two hundred forty (240) days after the effective
date of the Registration Statement referred to in the Underwriting Agreement,
except for (i) shares of Common Stock of the Company purchased in the Offering
by the undersigned or shares of
Common Stock purchased in the Offering which are otherwise deemed to be
beneficially owned by the undersigned, (ii) shares of Common Stock of the
Company or securities exercisable for or convertible into shares of Common Stock
of the Company as to which the undersigned acquires ownership, directly or
beneficially, in the public trading markets, (iii) shares of Common Stock of the
Company sold in the Offering by the undersigned or shares of Common Stock sold
in the Offering which are otherwise deemed to be beneficially owned by the
undersigned, or (iv) the exchange of securities of the predecessor entities for
Common Stock concurrent with the Offering. For the purposes of this Agreement,
the "Commencement Date" shall mean the date an acceleration request is filed by
the Company and the Representatives with the Commission in connection with the
Offering, provided, however, that if the Offering is not consummated within
fifteen (15) business days after the Commencement Date, the restrictions set
forth herein with respect to the Restricted Securities shall terminate and shall
not commence again until the earlier to occur of (i) the date another
acceleration request is filed by the Company and the Representatives with the
Commission in connection with the Offering or (ii) the consummation of the
Offering.
Notwithstanding the foregoing, you agree that the undersigned
may transfer any or all of the Restricted Securities, either during the
undersigned's lifetime or on the undersigned's death, by gift, will or intestate
succession to the undersigned's immediate family or to a trust the beneficiaries
of which are exclusively the undersigned's and/or a member or members of the
undersigned's immediate family; provided, however, that in any such case it
shall be a condition to the transfer that the transferee execute an agreement
stating that the transferee is receiving and holding the Restricted Securities
subject to the provision of this letter agreement, and there shall be no further
transfer of such Restricted Securities except in accordance with this letter
agreement. For purposes of this paragraph, "immediate family" shall mean spouse,
lineal descendant, stepchildren, father, mother, brother or sister of the
transferor.
In addition, notwithstanding the foregoing: (a) if the
undersigned is a partnership, the partnership may transfer any Restricted
Securities to a partner of such partnership or a retired partner of such
partnership who retires after the date hereof, or to the estate of any such
partner or retired partner, and any partner who is an individual may transfer
Restricted Securities by gift, will or intestate succession to his or her
immediate family or to a trust the beneficiaries of which are exclusively a
member or members of his or her immediate family; (b) if the undersigned is a
limited liability company, the limited liability company may transfer any
Restricted Securities to a member of such limited liability company, or to the
estate of any such member, and any member who is an individual may transfer
Restricted Securities by gift, will or intestate succession to his or her
immediate family or to a trust the beneficiaries of which are exclusively a
member or members of his or her immediate family; and (c) if the undersigned is
a corporation, the corporation may transfer Restricted Securities to any
stockholder of such corporation and any stockholder who is an individual may
transfer Restricted Securities by gift, will or intestate succession to his or
her immediate family or to a trust the beneficiaries of which are exclusively a
member or members of his or her immediate family; provided, however, that in any
such case, it shall be a condition to the transfer that the transferee execute
an agreement stating that the
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transferee is receiving and holding the Restricted Securities subject to the
provisions of this letter agreement, and there shall be no further transfer of
such Restricted Securities except in accordance with this letter agreement.
This Agreement will be legally binding on the undersigned and
on the undersigned's heirs, successors, and permitted assigns, executed as an
instrument governed by the internal laws of the State of New York.
Very truly yours,
/s/ Xxxxxxx X. Xxxxx
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