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EXHIBIT 10.9
LOCK-UP AGREEMENT
May __, 1998
Cruttenden Xxxx Incorporated
Xxxxxxx Global Securities, Inc.
As the Representative of the Several Underwriters
c/o Cruttenden Xxxx Incorporated
00000 Xxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Ladies and Gentlemen:
The undersigned understands that you, as the Representative of the
several underwriters (the "Underwriters"), propose to enter into an
Underwriting Agreement with American Aircarriers Support, Inc., a Delaware
corporation (the "Company"), providing for the public offering of 2,000,000
shares (excluding the 300,000 over-allotment shares) of Common Stock of the
Company (the "Common Shares") pursuant to a Registration Statement on Form SB-2
(the "Registration Statement") to be filed by the Company with the Securities
and Exchange Commission.
In consideration of the agreement by the Underwriters to purchase,
offer and sell the Common Shares pursuant to the public offering, and of other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned agrees that he, she or it will not,
directly or indirectly, for a period of three hundred sixty-five (365) days
following the date of the Prospectus relating to the public offering of the
Common Shares, sell, offer to sell, contract to sell, grant any option for the
sale of, grant any security interest in, pledge, hypothecate, or otherwise sell
or dispose of any of the Common Shares, or any options or warrants to purchase
any of the Common Shares, or any securities convertible into or exchangeable
for any of the Common Shares, or any economic or other interest in such
securities or rights, owned directly by the undersigned or with respect to
which the undersigned has the power of disposition, in any such case whether
now owned or hereafter acquired, other than (i) pursuant to the Underwriting
Agreement, (ii) as a bona fide gift or gifts, provided that the undersigned
provides prior written notice of such gift or gifts to Cruttenden Xxxx
Incorporated and the donee or donees thereof agree to be bound by the
restrictions set forth herein or (iii) with the prior written consent of
Cruttenden Xxxx Incorporated. The undersigned also agrees and consents to the
entry of stop transfer instructions with the Company's transfer agent and
registrar against the transfer of any of the Common Shares held by the
undersigned except in compliance with the foregoing restrictions. Cruttenden
Xxxx Incorporated may in its sole discretion without notice, release all or any
portion of the securities subject to this Lock-Up Agreement or any similar
agreement executed by any other security holder, and if Cruttenden Xxxx
Incorporated releases any securities of any other security holder, securities
of the undersigned shall not be entitled to release from this Lock-Up
Agreement.
The undersigned understands that the Company and the Underwriters are
undertaking the public offering of the Common Shares in reliance upon this
Lock-Up Agreement.
Very truly yours,
By:
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Name:
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Date:
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