XXXXXX VINEYARDS, INC.
LOCK-UP AGREEMENT
July _____, 1997
Cruttenden Xxxx Incorporated
Xxxxxxx Equities, Inc.
Xxxxxx & Xxxxxxx, Inc.
As Representatives of the Several Underwriters
c/o Cruttenden Xxxx Incorporated
00000 Xxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
The undersigned understands that you, as Representatives of the several
underwriters (the "Underwriters"), propose to enter into an Underwriting
Agreement with Xxxxxx Vineyards, Inc. (the "Company") providing for the public
offering (the "Public Offering") by the Underwriters, including yourselves, of
Class A Common Stock of the Company (the "Common Stock") pursuant to the
Company's Registration Statement on Form SB-2, Registration No. 333-27871, filed
with the Securities and Exchange Commission on May 28, 1997 (the "Registration
Statement").
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 beginning on the date of the final prospectus included in
the Registration Statement and ending on the first anniversary thereof (the
"Lock-Up Period"), not to offer to sell, contract to sell or otherwise sell,
transfer, dispose of, loan, pledge or grant any rights with respect to or
solicit any offer to buy (collectively a "Disposition") any shares of 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 or hereafter acquires
the power of disposition, otherwise than (i) exercise (on a cash or cashless
basis not resulting in any public sale of Class A Common Stock) of options to
purchase Class A Common Stock, provided that the shares of Class A Common Stock
received (net
of any shares delivered to the Company in a traditional cashless exercise
thereof) shall be subject to the terms hereof; (ii) as a bona fide gift or gifts
or upon death by will or intestacy, provided each transferee thereof agrees to
be bound by this Lock-Up Agreement; (iii) as a distribution to limited partners
or shareholders or members of the undersigned, provided that the distributees
thereof agree in writing to be bound by the terms of this Lock-Up Agreement;
(iv) transfers of Class B Common Stock of the Company permitted pursuant to the
Buy-Sell Agreement among the holders of the Company's Class B Common Stock
(provided such transfers do not result in any public sale or distribution of any
Securities and the transferees agree in writing to hold such shares subject to
this Lock-Up Agreement); or (v) with the prior written consent of Cruttenden
Xxxx Incorporated. The foregoing restriction is expressly agreed to preclude
the holder of the Securities from engaging in any hedging, pledge or other
transaction which is designed to or reasonably expected to lead to or result in
any Disposition of any Securities during the Lock-Up Period even if such
Securities are owned by a person other than the undersigned and/or would be
disposed of by someone other than the undersigned. Such prohibited hedging,
pledge or other transactions would include, without limitation, any short sale
(whether or not against the box), any pledge of shares covering an obligation
that matures, or could reasonably be expected to mature, during the Lock-Up
Period, 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 or derives any significant part of its value from Securities.
Furthermore, the undersigned hereby agrees and consents to the entry of
stop transfer instructions with the Company's transfer agent against the
transfer of the Securities held by the undersigned except in compliance with
this Lock-Up Agreement.
Very truly yours,
(Signature)
(Print Name)
Accepted as of the _____ day of July, 1997:
Cruttenden Xxxx Incorporated
Xxxxxxx Equities, Inc.
Xxxxxx & Xxxxxxx, Inc.
As Representatives of the Several Underwriters
By: Cruttenden Xxxx Incorporated
By:
Title:
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