AVATAR HOLDINGS INC.
LOCK-UP AGREEMENT
JANUARY 23, 1998
CIBC Oppenheimer Corp.
SBC Warburg Dillon Read Inc.
c/o CIBC Oppenheimer Corp.
CIBC Oppenheimer Tower
World Financial Center
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned understands that you, as underwriters (the
AUnderwriters@), propose to enter into an Underwriting Agreement (the
"Underwriting Agreement") with Avatar Holdings Inc. (the "Company") providing
for the offering (the "Public Offering") by the Underwriters, of $100,000,000
aggregate principal amount of the Company's Convertible Subordinated Notes due
2005, pursuant to the Company's Registration Statement on Form S-3 (No.
333-41923) which was filed with the Securities and Exchange Commission on
December 10, 1997 (as amended, the "Registration Statement").
In consideration of the Underwriters' agreement to purchase and make
the Public Offering of the Notes, and for other good and valuable consideration,
receipt of which is hereby acknowledged, the undersigned hereby agrees, for a
period from the date of the Underwriting Agreement until 180 days thereafter
(the "Lock-Up Period"), not to sell, offer to sell, distribute, pledge, grant
any option for the sale of, or otherwise dispose of, directly or indirectly, or
encumber, or exercise any registration rights with respect to (collectively, a
"Disposition"), any shares of common stock of the Company, par value $1.00 per
share (the "Common Stock"), any options or warrants to purchase any shares of
Common Stock or any securities convertible into or exchangeable for shares of
Common Stock (collectively, "Securities"), now owned or hereafter acquired
directly by the undersigned or with respect to which the undersigned has
acquired or hereafter acquires the power of disposition, without the prior
written consent of CIBC Xxxxxxxxxxx Corp. The foregoing restriction is expressly
agreed to preclude the holder of the Securities from engaging in any hedging or
other transaction which is designed to or is reasonably expected to lead to or
result in a Disposition of Securities during the Lock-Up Period even if such
Securities would be disposed of by someone other than the undersigned. Such
prohibited hedging or other transactions would
include without limitation 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 Securities or 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 Securities.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
Please confirm that the foregoing correctly sets forth the agreement
among us.
Very truly yours,
ODYSSEY PARTNERS, L.P.
By: /s/ Xxxx Xxxx
----------------------------
Xxxx Xxxx, General Partner
Address: 00 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
Confirmed:
CIBC OPPENHEIMER CORP.
SBC WARBURG DILLON READ INC.
By CIBC Xxxxxxxxxxx Corp.
By: /s/ X. X. Xxxxxx
------------------------------
Name: X. X. Xxxxxx
Title: Managing Director
