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Exhibit 99.d
ROCKFORD CORPORATION
LOCK-UP AGREEMENT
July ___, 1999
XXXX XXXXXXXX XXXXXXX
XXXXXXX & COMPANY, INC.
as Representatives of the several Underwriters
c/o Xxxx Xxxxxxxx Xxxxxxx
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Re: Rockford Corporation (the "Company")
Proposed Offering of Common Stock
Ladies and Gentlemen:
This letter is being delivered to you in accordance with the proposed
Underwriting Agreement (the "Underwriting Agreement") between the Company and
the Representatives, as Representatives of the several Underwriters named in
Schedule A thereto (the "Underwriters"), relating to a underwritten public
offering of common stock of the Company (the "Common Stock"). The undersigned,
the beneficial owner of shares of the Company's Common Stock and/or securities
evidencing the right to purchase shares of the Company's Common Stock,
understands that the Company intends to sell shares of Common stock of the
Company and to grant to the Underwriters an over-allotment option to purchase
additional shares of Common Stock (the "Offering"). All capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms
in the Underwriting Agreement.
In order to induce the Company and the Underwriters to enter into the
Underwriting Agreement and to proceed with the Offering, and in recognition of
the benefit that such Offering will confer upon the undersigned as a stockholder
of the company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned irrevocably
agrees, with each Underwriter to be named in the Underwriting Agreement, for the
benefit of the Company, you and the other Underwriters, that, should the
Offering be effected, the undersigned will not publicly announce any intention
to, will not allow any affiliate or subsidiary, if applicable, to, and will not
itself, without the prior written consent of Xxxx Xxxxxxxx Xxxxxxx on behalf of
the Underwriters, (i) offer, pledge, sell, offer to sell, contract to sell, sell
any option or contract to purchase, purchase any option to sell, grant any
option right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any of the shares of Common Stock or any securities
convertible into, or exercisable or exchangeable for, Common Stock, or (ii)
enter into any swap or other agreement that transfers, in whole or in part, any
of the economic consequences of ownership of the shares of Common Stock or any
securities convertible into, or exercisable or exchangeable for, shares of
Common Stock (whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of the shares of Common Stock or such other
securities, in cash or otherwise), in each case, beneficially owned (within the
meaning Rule 13d-3 under the Securities Exchange Act of 1934, as amended) or
otherwise controlled by the undersigned on the date hereof or hereafter
acquired, for a period beginning from the date of execution of the Underwriting
Agreement and continuing to and
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including the date 180 days after the date of the Prospectus (as such term in
defined in the Underwriting Agreement); provided, however, that, if the
undersigned is an individual, the undersigned may, without prior written consent
of Xxxx Xxxxxxxx Xxxxxxx on behalf of the Underwriters, transfer share of Common
Stock or any securities convertible into, or exercisable or exchangeable for,
Common Stock either during his or her lifetime or, on death, by will or
intestacy to members of the undersigned's immediate family or to trusts
exclusively for the benefit of members of the undersigned's immediate family or
in connection with bona fide gifts, provided that, prior to any such transfer,
such transferee executes an agreement, satisfactory to Xxxx Xxxxxxxx Xxxxxxx,
pursuant to which such transferee agrees to receive and hold such shares subject
to the provisions hereof and that there shall be no further transfer except in
accordance with the provisions hereof. For purposes of this paragraph,
"immediate family" shall mean the undersigned's spouse, lineal descendant,
father, mother, brother or sister.
The restrictions on transfers described in the immediately preceding
paragraph shall not apply to (a) the sale of shares of Common Stock to the
Underwriters pursuant to the Underwriting Agreement or (b) transfers in shares
of Common Stock acquired in open market transactions after completion of the
Offering.
In addition, the undersigned agrees that, without the prior written
consent of Xxxx Xxxxxxxx Xxxxxxx on behalf of the Underwriters, he, she or it
will not, during the period ending 180 days 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 security convertible into or exercisable or
exchangeable for Common Stock.
The undersigned, whether or not participating in the Offering, confirms
that he, she or it understands that the Underwriters and the Company will rely
upon the representations set forth in this agreement in proceeding with the
Offering. The undersigned agrees and consents to the entry of stop transfer
instructions with the company's transfer agent against the transfer of Common
Stock except in compliance with this agreement. This agreement shall be binding
on the undersigned and his, her or its respective successors, heirs, personal
representatives and assigns. If for any reason the Underwriting Agreement shall
be terminated prior to the Closing Date (as such term is defined in the
Underwriting Agreement), the agreement set forth above shall likewise be
terminated.
THE UNDERSIGNED AGREES TO KEEP CONFIDENTIAL ALL INFORMATION REGARDING
THE OFFERING, INCLUDING WITHOUT LIMITATION, THE ANTICIPATED DATE OF THE
OFFERING, THE TERMS OF THE OFFERING, AND THE IDENTITY OF THE UNDERWRITERS.
Sincerely,
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Signature
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Name
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Title (if applicable)
