EXHIBIT 6
XXXXX XXXXXXXXXXX COMPANY
LOCK-UP AGREEMENT
, 1997
Xxxxx Xxxxxxx Inc.
Xxxxxx, Read & Co. Inc.
c/o Xxxxx Xxxxxxx Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Ladies and Gentlemen:
The undersigned understands that you will act as representatives for a group
of underwriters (the "Underwriters") who propose to enter into a Purchase
Agreement (the "Purchase Agreement") with Xxxxx Xxxxxxxxxxx Company (the
"Company") and certain Selling Stockholders providing for the public offering
(the "Public Offering") by the Underwriters of Common Stock of the Company (the
"Common Stock") pursuant to the Company's Registration Statement on Form S-2 to
be filed with the Securities and Exchange Commission.
In consideration of the Underwriters' agreement to purchase and make the
Public Offering of the Common Stock, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned hereby
agrees, for a period of 90 days after the date of the Purchase agreement, not
to, without the prior written consent of Xxxxx Xxxxxxx Inc. (which consent may
be withheld in its sole discretion), directly or indirectly, offer for sale,
contract to sell, grant any option for the sale of or otherwise dispose of any
shares of Common Stock, options or warrants to acquire shares of Common Stock or
any security or instrument related to such Common Stock, options or warrants, or
publicly announce the undersigned's intention to do any of the foregoing.
Notwithstanding the foregoing, the undersigned may sell or otherwise transfer
shares of Common Stock (i) as a BONA FIDE gift or gifts, provided that the
undersigned provides prior written notice of such gift or gifts to you and the
donee or donees thereof agree to be bound by the restrictions set forth herein,
(ii) as a distribution to stockholders of the undersigned, if any, provided that
the distributee or distributees thereof agree to be bound by the restrictions
set forth herein, or (iii) acquired in the public market on or after the date of
the Purchase Agreement.
Furthermore, the undersigned hereby agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent against the transfer of
securities of the Company held by the undersigned except in compliance with this
Lock-Up Agreement.
The undersigned acknowledges that the Underwriters are relying on the
representations and agreements of the undersigned contained in this Lock-Up
Agreement in carrying out the Public Offering and in entering into underwriting
arrangements with respect to the Public Offering.
Very truly yours,
Name:
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Address: -----------------------------------
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Accepted as of the date
first set forth above:
XXXXX XXXXXXX INC.
By:
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