________________, 1999
iTurf Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
BT Alex. Xxxxx Incorporated
Xxxxxxxxx & Xxxxx LLC
Xxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Form of Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands that BT Alex. Xxxxx Incorporated ("BT Alex. Xxxxx")
and Xxxxxxxxx & Xxxxx LLC ("Xxxxxxxxx & Xxxxx"), as representatives
(collectively, the "Representatives") of the several underwriters (the
"Underwriters"), propose to enter into an underwriting agreement (the
"Underwriting Agreement") with iTurf Inc., a Delaware corporation (the
"Company") and a subsidiary of xXXxX*s Inc., formerly known as xXXxX*s
Interactive Company, providing for the initial public offering by the
Underwriters, including the Representatives, of Class A common stock, $.01 par
value (the "Class A Common Stock"), of the Company (the "Initial Public
Offering").
In consideration of the Underwriters' agreement to make the Initial Public
Offering and for other good and valuable consideration, receipt and sufficiency
of which is hereby acknowledged, the undersigned agrees that, without the prior
written consent of both BT Alex. Xxxxx and Xxxxxxxxx & Xxxxx, the undersigned
will not, directly or indirectly, offer, sell, pledge, contract to sell
(including any short sale), grant any option to purchase or otherwise dispose of
any shares of common stock, $.01 par value ("Common Stock"), of the Company
(including, without limitation, (i) shares of the Company's Class B Common
Stock, $.01 par value, (ii) shares of Common Stock of the Company which may be
deemed to be beneficially owned by the undersigned on the date hereof in
accordance with the rules and regulations of the Securities and Exchange
Commission and (iii) shares of Common Stock which may be issued upon exercise of
any stock option, warrant or conversion privilege) or enter into any Hedging
Transaction (as defined below) relating to the Common Stock (each of the
foregoing being referred to as a "Disposition") for a period of 180 days after
the effective date of the registration statement relating to the Initial Public
Offering (the "Lock-Up Period"). The foregoing restriction is expressly intended
to preclude the undersigned from engaging in any Hedging Transaction or other
transaction which is designed to or reasonably expected to lead to or result in
a Disposition during the Lock-Up Period, even if the securities would be
disposed of by someone other than
the undersigned. "Hedging Transaction" means any short sale (whether or not
against the box) or any purchase, sale or grant of any right (including, without
limitation, any put or call option) with respect to any security (other than a
broad-based market basket or index) that includes, relates to or derives any
significant part of its value from the Common Stock.
Notwithstanding the foregoing, the undersigned may transfer any or all of the
Common Stock beneficially owned by them by gift, will or intestacy or as a
transfer to any trust for the direct benefit of the undersigned or the immediate
family of the undersigned; provided, however, that in any such case it shall be
a condition to the transfer that the transferee execute an agreement stating
that the transferee is receiving and holding the Common Stock subject to the
provisions of this agreement, and there shall be no further transfer of such
Common Stock except in accordance with this agreement. For purposes of this
agreement, "immediate family" shall mean any relationship by blood, marriage, or
adoption, not more remote than first cousin.
Without limiting the restrictions herein, any Disposition by the undersigned
shall remain at all times subject to applicable securities laws, including,
without limitation, the resale restrictions imposed by Rule 144 promulgated
under the Securities Act of 1933, as amended to date.
The undersigned agrees that the Company may, and that the undersigned will, (i)
with respect to any shares of Common Stock for which the undersigned is the
record holder, cause the transfer agent for the Company to note stop transfer
instructions with respect to such shares on the transfer books and records of
the Company, and (ii) with respect to any shares of Common Stock for which the
undersigned is the beneficial holder but not the record holder, cause the record
holder of such shares to cause the transfer agent for the Company to note stop
transfer instructions with respect to such shares on the transfer books and
records of the Company.
In addition, the undersigned hereby waives any and all notice requirements and
rights with respect to registration of securities of the Company pursuant to any
agreement, understanding or otherwise setting forth the terms of any security of
the Company held by the undersigned, including any registration rights agreement
to which the undersigned and the Company may be party, provided that such waiver
shall apply only to the proposed Initial Public Offering, and any other action
taken by the Company in connection with the proposed Initial Public Offering.
The undersigned hereby agrees that, to the extent that the terms of this letter
agreement conflict with or are in any way inconsistent with any registration
rights agreement to which the undersigned and the Company may be a party, this
letter agreement supersedes such registration rights agreement.
The undersigned understands that the Company, the Underwriters and the
Representatives will proceed with the Initial Public Offering in reliance on
this Lock-Up Agreement.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to enter into this letter agreement. All authority herein
conferred or agreed to be confirmed shall survive the death or incapacity of the
undersigned, and any obligations of the
undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
Any notices to the undersigned relating to this letter agreement should be
delivered by first-class mail to the following address, or by fax to the number
below:
___________________________
___________________________
___________________________
Fax: ( )
___________________________
Telephone: ( )
___________________________
Very truly yours,
_________________________
Name
Number of shares
owned or subject to
warrants, options or
convertible securities: Certificate numbers:
____________________________ _______________________
____________________________ _______________________
____________________________ _______________________
