LOCK-UP AGREEMENT
July __, 1998
Josephthal & Co. Inc.
000 Xxxx Xxx.
Xxx Xxxx, XX
00000
Re: TTR Inc.
Dear Sirs:
In order to induce Josephthal & Co. Inc. (the "Underwriter") to enter
into an Underwriting Agreement with TTR Inc. (the "Company") which provides for
the public offering of securities of the Company pursuant to a registration
statement (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission"), the undersigned agrees that, without the prior
written consent of the Underwriter, the undersigned will not, for a period of
SIX months following the date the Registration Statement is declared effective
(the "Effective Date") by the Commission, directly or indirectly, offer, sell,
transfer, pledge, assign, hypothecate or otherwise encumber or dispose of any of
64,000 shares of Common Stock of the Company or the warrants to acquire up to
33,000 shares of the Company's Common Stock that the undersigned holds.
Notwithstanding the above, the undersigned maintains the right to make
a private transfer provided that the transferee agrees to be bound by the same
restrictions set forth in this agreement.
Yours sincerely,
Biscount Overseas Ltd.
By: ___________________________
Name:
Title:
LOCK-UP AGREEMENT
July __, 1998
Josephthal & Co. Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX
00000
Re: TTR Inc.
Dear Sirs:
In order to induce Josephthal & Co., Inc. (the "Underwriter") to enter
into an Underwriting Agreement with TTR Inc. (the "Company") which provides for
the public offering of securities of the Company pursuant to a registration
statement (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission"), the undersigned agrees that, without the prior
written consent of the Underwriter, the undersigned will not, for a period of
NINE months following the date the Registration Statement is declared effective
(the "Effective Date") by the Commission, directly or indirectly offer, sell,
contract to sell, grant any option to purchase or right to acquire, transfer,
hypothecate or dispose of or otherwise encumber any beneficial interest in any
of the warrants to acquire shares of the Company's Common Stock that the
undersigned holds ("Warrants") or, if such warrants are exercised by the
undersigned, the shares issuable upon exercise,.
In addition, the undersigned agrees that, for a period of SIX months
following the Effective Date, the undersigned will not exercise any of the
Warrants. In the event that the undersigned exercises the Warrants while the
restrictions contained above are in force, such restrictions shall also apply
with respect to such shares until nine months following the Effective Date.
Notwithstanding the above, the undersigned maintains the right to make
a private transfer provided that the transferee agrees to be bound by the same
restrictions set forth in this agreement.
Yours sincerely,
_____________________________
Signature
_____________________________
Print Name
_____________________________
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_____________________________
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