EXHIBIT 10.12
[Date]
BT ALEX. XXXXX INCORPORATED
NATIONSBANC XXXXXXXXXX SECURITIES
AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS
C/O BT ALEX. XXXXX INCORPORATED
XXX XXXXX XXXXXX
XXXXXXXXX, XX 00000
LADIES AND GENTLEMEN:
The undersigned understands that Caliber Learning Network, Inc. (the
"Company"), and BT Alex. Xxxxx Incorporated and NationsBanc Xxxxxxxxxx
Securities, as representatives (the "Representatives"), propose to enter into an
underwriting agreement (the "Underwriting Agreement") pursuant to which such
Representatives will act as representatives of a group of underwriters (the
"Underwriters") in a proposed initial public offering of Common Stock of the
Company. This letter is delivered by the undersigned to the Representatives
pursuant to Section 4(j) of the proposed Underwriting Agreement.
As an inducement to the Underwriters to execute, deliver and perform
their obligations under the Underwriting Agreement, the undersigned hereby
agrees that beginning the date hereof and ending on the date that is one year
following the date on which the Underwriting Agreement is executed and
delivered, the undersigned shall not, without the prior written consent of BT
Alex. Xxxxx, directly or indirectly, sell, offer to sell, sell short, grant any
option for the sale of, or otherwise dispose of, any shares of Common Stock (as
defined in the Underwriting Agreement) or any securities convertible into, or
exchangeable or exercisable for, any shares of Common Stock or any derivative of
the Common Stock; currently held or hereinafter acquired, provided, however,
that the foregoing agreement shall terminate if the Underwriting Agreement is
not executed on or before July 1, 1998; and provided further that the foregoing
agreement shall not apply to charitable contributions or transfers without
consideration to immediate family members, in the case where the undersigned is
an individual, or transfers without consideration
BT ALEX. XXXXX INCORPORATED
XXXXXXXXXX SECURITIES
XXXXX XXXXXX INC.
January 21, 1998
Page 2
to affiliates, (as that term is defined in Rule 405 under the Securities Act of
1933, as amended) of the undersigned, in the case where the undersigned is not
an individual, if the recipient of such gift or contribution or if the
transferee agrees to be bound by the terms hereof and evidences such agreement
by executing a counterpart to this letter. If for any reason the Underwriting
Agreement is terminated prior to the Closing Date (as defined in the
Underwriting Agreement), the agreement set forth above will likewise terminate.
Very truly yours,
By:
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Name:
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Title:
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