Xxxxxx Xxxxxxx & Company, L.P.
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
In order to induce Xxxxxx Xxxxxxx & Company, L.P. (the "Underwriter")
and NAM Corporation (the "Company") to enter into an underwriting agreement (the
"Underwriting Agreement") with respect to the offering of securities issued by
the Company, the undersigned intending to be legally bound hereby agrees that
for a period commencing on the date hereof and ending eighteen (18) months
following the effective date of the registration statement (the "Registration
Statement") relating to the underwritten public offering of securities issued by
the Company, he, she or it will not, without the prior written consent of the
Underwriter, directly or indirectly, issue, offer to sell, sell, grant an option
for the sale of, assign, transfer, pledge, hypothecate or otherwise encumber or
dispose of any securities issued by the Company, including common stock or
securities convertible into or exchangeable or exercisable for or evidencing any
right to purchase or subscribe for any shares of common stock ("Securities")
(either pursuant to Rule 144 of the regulations under the Securities Act of
1933, as amended, or otherwise) whether or not beneficially owned by the
undersigned, or dispose of any beneficial interest therein.
In addition, the undersigned agrees that for the period commencing on
the date hereof and extending twenty-four (24) months following the effective
date of the Registration Statement, any sales of Securities shall be made
through the Underwriter in accordance with its customary brokerage policies,
either on a principal or agency basis.
In order to enable the aforesaid covenants, the undersigned hereby
consents to the placing of legends and/or stop-transfer orders with the Transfer
Agent of the Company's securities with respect to any of the Company's
securities registered in the name of the undersigned or beneficially owned by
the undersigned.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York without giving effect to the
choice of law or conflicts of laws principles.
Dated: ___________________, 1996 _________________________________
Name (Please print or type)
________________________________ _________________________________
Address (Please print or type) (Signature)
________________________________ _________________________________
Social Security or Federal Tax I.D.
Number
________________________________
