EXHIBIT 4.3
LOCK-UP AGREEMENT
_________, 2000
XXXXXXX INVESTMENT COMPANY, INC.
As Representative of the several
Underwriters named in Schedule I to
the Underwriting Agreement referred to below
000 XX Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Re: GMX RESOURCES INC. - PUBLIC OFFERING
Ladies and Gentlemen:
The undersigned understands that you, as Representative of the
several Underwriters, propose to enter into an Underwriting Agreement (the
"UNDERWRITING AGREEMENT") with GMX Resources Inc., an Oklahoma corporation
(the "COMPANY"), providing for the public offering (the "PUBLIC OFFERING") by
the several Underwriters named in Schedule I to the Underwriting Agreement
(the "UNDERWRITERS"), of Units ("UNITS"), each Unit consisting of one share
of common stock, .001 par value, of the Company("COMMON STOCK") and one
Common Stock purchase warrant.
In consideration of the Underwriters' agreement to purchase and
make the Public Offering of the Units, and for other good and valuable
consideration receipt of which is hereby acknowledged, the undersigned hereby
agrees that, without the prior written consent of Xxxxxxx Investment Company,
Inc. on behalf of the Underwriters, the undersigned will not, during the
period ending one year after the date of the prospectus relating to the
Public Offering (the "PROSPECTUS"), (1) offer, pledge, announce the intention
to sell, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant
to purchase, or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock, or any securities of the Company which are
substantially similar to the Common Stock, or any securities convertible into
or exercisable or exchangeable for Common Stock (including, but not limited
to, Common Stock which may be deemed to be beneficially owned by the
undersigned in accordance with the rules and regulations of the Securities
and Exchange Commission and securities which may be issued upon exercise of a
stock option or warrant) or (2) enter into any swap, option, future, forward
or other agreement that transfers, in whole or in part, any of the economic
consequences of ownership of the Common Stock or any securities of the
Company which are substantially
similar to the Common Stock, including, but not limited to, any security
convertible into or exercisable or exchangeable for Common Stock, whether any
such transaction described in clause (1) or (2) above is to be settled by
delivery of Common Stock or such other securities, in cash or otherwise. In
addition, the undersigned agrees that, without the prior written consent of
Xxxxxxx Investment Company, Inc. on behalf of the Underwriters, it will not,
during the period ending one year after the date of the Prospectus, make any
demand for or exercise any right with respect to, the registration of any
shares of Common Stock or any substantially similar securities of the
Company, including but not limited to, any security convertible into or
exercisable or exchangeable for Common Stock.
The undersigned represents and warrants that it is not a party
to any agreement or understanding that would cause a breach of this Lock-Up
Agreement if it were entered into during the period in which the restrictions
set forth herein are effective.
In furtherance of the foregoing, the Company and any duly
appointed transfer agent for the registration or transfer of the securities
described herein are hereby authorized to decline to make any transfer of
securities if such transfer would constitute a violation or breach of this
Lock-Up Agreement.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this Lock-up
Agreement. All authority herein conferred or agreed to be conferred and any
obligations of the undersigned shall be binding upon the successors, assigns,
heirs or personal representatives of the undersigned.
The undersigned understands that, if the Underwriting Agreement
does not become effective, on or prior to March 31, 2001, or if the
Underwriting Agreement (other than the provisions thereof which survive
termination) shall terminate or be terminated prior to payment for and
delivery of the Common Stock to be sold thereunder, the undersigned shall be
released from all obligations under this Lock-Up Agreement.
The undersigned understands that the Underwriters are entering
into the Underwriting Agreement and proceeding with the Public Offering in
reliance upon this Lock-Up Agreement.
THIS LOCK-UP AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.
Very truly yours,
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By:
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Name:
Title:
Accepted as of the date
first set forth above:
XXXXXXX INVESTMENT COMPANY, INC.
Acting severally on behalf of themselves and
the several Underwriters to be named in
Schedule I to the Underwriting Agreement
By:
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Name:
Title:
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To be completed by any entity other than an individual.