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EXHIBIT 10.4
FORM OF
LOCK-UP AGREEMENT
_____________, 1997
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
Xxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs,
The undersigned understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx,
Incorporated ("Xxxxxxx Xxxxx") and certain other firms propose to enter into an
Underwriting Agreement (the "Underwriting Agreement") providing for the purchase
by Xxxxxxx Xxxxx and such other firms (the Underwriters") of shares (the
"Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of
Tower Realty Trust, Inc. (the "Company") and that the Underwriters propose to
reoffer the Shares to the public pursuant to a public offering (the "Offering").
Capitalized terms used but not otherwise defined in this letter agreement will
have the meaning set forth in the Company's Registration Statement on Form S-11
in connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of Shares.
In consideration of the execution of the Underwriting Agreement by the
Underwriters, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the undersigned hereby irrevocably
agrees that without the prior written consent of Xxxxxxx Xxxxx, the undersigned
will not (and, except as may be disclosed in the Prospectus, will not announce
or disclose any intention to) directly or indirectly sell, offer to sell,
solicit an offer to buy, contract to sell, grant any option to purchase, or
otherwise transfer or dispose (or enter into any transaction or device which is
designed to, or could be expected to, result in the disposition at any time in
the future) of, any shares of Common Stock, or any securities convertible into
or exercisable or exchangeable for Common Stock, including any units of limited
partnership interest (the "OP Units") in Tower Realty Operating Partnership,
L.P., a Delaware limited partnership (the "Operating Partnership") beneficially
owned by the
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undersigned as of the date of the closing of the Company's initial public
offering, for a period of twenty-four (24) months after the later of (i) date of
the final Prospectus relating to the offering of the Shares to the public by the
Underwriters and (ii) the date the Offering is consummated and closed. Prior to
the expiration of such period, the undersigned will not publicly announce or
disclose any intention to do anything after the expiration of such period which
the undersigned is prohibited, as provided in the preceding sentence, from doing
during such period.
The undersigned agrees that the provisions of this agreement shall also
be binding upon the successors, assigns, heirs and personal representatives of
the undersigned.
In furtherance of the foregoing, the Company and
________________________, its Transfer Agent, are hereby authorized to decline
to make any transfer of securities if such transfer would constitute a violation
or breach of this letter agreement.
Very truly yours,
[INVESTOR]
By:____________________________
Name:
Title:
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