Xxxxxxxxxx Xxxx & Xxxx Incorporated
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, X.X. 10166
Ladies and Gentlemen:
In order to induce Xxxxxx Xxxx & Xxxx Incorporated, or an
affiliate thereof (collectively, "Josephthal" or the "Underwriter") and
Snowdance, Inc. (the "Company") to enter into an underwriting agreement (the
"Underwriting Agreement") with respect to the proposed public 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 nine
(9) 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 Josephthal and the Company, directly or indirectly, offer to
sell, sell, transfer, hypothecate or otherwise encumber 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 twelve (12) 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: , 1998 -------------------------------
---------------- Signature
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Print Address Print Social Security Number or
Taxpayer I.D. Number
