Exhibit 1.2
LOCK-UP AGREEMENT
, 1997
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STARTEK, INC.
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
XXXXXXXXX, XXXXXX & XXXXXXXX
SECURITIES CORPORATION
XXXXXX XXXXXXX & CO. INCORPORATED
c/x Xxxxxxxxx, Lufkin & Xxxxxxxx
Securities Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned understands that Xxxxxxxxx, Lufkin & Xxxxxxxx
Securities Corporation and Xxxxxx Xxxxxxx & Co., as representatives (the
"Representatives") of the several underwriters (the "Underwriters"), propose to
enter into an Underwriting Agreement with StarTek, Inc., a Delaware corporation
(the "Company") and the certain named Selling Stockholders listed on Annex I
thereto, providing for the initial public offering by the Underwriters,
including the Representatives, of common stock, $.01 par value per share ("the
Common Stock") of the Company (the "Initial Public Offering").
In consideration of the Underwriters' agreement to purchase and
undertake the Initial Public Offering of the Company's Common Stock and for
other good and valuable consideration, receipt of which is hereby acknowledged,
the undersigned agrees not to, directly or indirectly, offer, sell, contract to
sell, grant any option to purchase or otherwise dispose of any Common Stock
(including, without limitation, shares of Common Stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission, and shares of Common
Stock, which may be issued upon exercise of a stock option or warrant) or any
securities convertible into or exercisable or exchangeable for such Common stock
or, in any manner, transfer all or a portion of the economic consequences
associated with the ownership of the Common Stock, without the prior written
consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, for a period of
180 days after the commencement of the Initial Public Offering.
In addition, 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 of Common Stock 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 of Common Stock to
cause the transfer agent for the Company to note stop transfer instructions with
respect to such shares of Common Stock on the transfer books and records of the
Company.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to enter into this letter agreement, and that, upon
request, the undersigned will execute any additional documents necessary or
desirable in connection with the enforcement hereof. All authority herein
conferred or agreed to be conferred 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.
Very truly yours,
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(Signature)
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(Name of - Please Type)
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(Address)
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(Social Security or Taxpayer
Identification No.)
Number of shares owned or Certificate numbers:
subject to warrants, options
or convertible securities: ---------------------------
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