EXHIBIT E
LOCK-UP LETTER
Xxxxxxx Xxxxx & Associates, Inc.
Xxxxxxxxx & Company, Inc.
Principal Financial Securities, Inc.
As representatives of the several Underwriters
c/o Raymond Xxxxx & Associates, Inc.
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx
Ladies and Gentlemen:
This letter is being delivered to you in connection with the Underwriting
Agreement (the "Underwriting Agreement") that may be executed in connection with
the proposed public offering (the "Offering") between Edge Petroleum Corporation
(the "Company") and you, as representatives of a group of underwriters, relating
to the sale to the underwriters of shares of common stock, par value $0.01 per
share, of the Company (the "Common Stock").
To induce you and the other underwriters to enter into the Underwriting
agreement, the undersigned agrees that during the period beginning on February
21, 1997 and continuing to and including the date 180 days after the date of the
final Prospectus used in connection with the Offering, the undersigned will not
offer, sell, contract to sell or otherwise dispose of, any securities of the
Company that are substantially similar to the Common Stock, including but not
limited to any securities that are convertible into or exchangeable for, or that
represent the right to receive, Common Stock or any such similar securities,
without your prior written consent; provided, however, that the undersigned (i)
may transfer any or all shares of Common Stock held either during the
undersigned's lifetime or on death by will or intestacy to the undersigned's
immediate family ("Immediate family" shall mean spouse, lineal descendent,
father, mother, brother or sister of the undersigned) or to any custodian or
trustee for the account of the undersigned or the undersigned's immediate
family, and (ii) may make a bona fide pledge or mortgage of any shares of Common
Stock with a commercial lending institution; and provided, further, that in any
such case, the undersigned's immediate family or commercial lending institution
shall receive and hold such shares of Common Stock subject to the restrictions
of this lock-up letter, and there shall be no further transfer of such stock
except in accordance with this lock-up letter.
By: /s/ Xxxx Xxxxxxx
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Printed name: Xxxx Xxxxxxx
Date: February 25, 1997
