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Exhibit 10.3
LOCK-UP AGREEMENT
THIS AGREEMENT, dated as of February , 1999, is by and between
Gabelli Asset Management Inc. (formerly known as Alpha G, Inc.), a New York
corporation (the "Company"), and Gabelli Group Capital Partners, Inc. (formerly
known as Gabelli Funds, Inc.), a New York corporation ("Gabelli Partners").
RECITALS
WHEREAS, Gabelli Partners is currently the sole shareholder of the
Company; and
WHEREAS, the Company proposes to effectuate a reclassification of
its outstanding shares of common stock into Class A Common Stock, par value
$.001 per share (the "Class A Common Stock"), and Class B Common Stock, par
value $.001 per share (the "Class B Common Stock"), and to raise additional
capital by selling an aggregate of 6,000,000 shares of Class A Common Stock
(plus an additional 900,000 shares to cover over-allotments, if any) in an
underwritten public offering (the "Offering"); and
WHEREAS, immediately prior to the consummation of the Offering,
Gabelli Partners will become the sole holder of all 24,000,000 shares of Class B
Common Stock of the Company; and
WHEREAS, the Company proposes to enter into an underwriting
agreement (the "Underwriting Agreement") with Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated, Xxxxxxx Xxxxx Barney Inc. and Gabelli & Company, Inc., as
representatives of the several underwriters named therein (the "Underwriters"),
in connection with the Offering, which Underwriting Agreement will provide for
the purchase by the Underwriters of the shares Class A Common Stock from the
Company and the resale by the Underwriters of such shares to the public; and
WHEREAS, each of the parties recognizes that the raising of capital
in the Offering will benefit the Company and Gabelli Partners, as the sole
holder of all of the Class B Common Stock of the Company.
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NOW, THEREFORE, in consideration of the foregoing, the agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. Upon the terms and subject to the conditions set forth in this
Agreement, the parties hereby agree that without the prior written consent of
the Company, Gabelli Partners will not sell, offer to sell, solicit an offer to
buy, contract to sell, grant any option to purchase, or otherwise transfer or
dispose of, any shares of Class B Common Stock of the Company, or any securities
convertible into or exercisable or exchangeable for such shares, for a period of
three years after the date of the final Prospectus relating to the public
offering of the Class A Common Stock of the Company (the "Lock-Up Termination
Date").
2. In furtherance of the foregoing, the Company and, its Transfer
Agent, are hereby authorized to decline to make any transfer of securities if
such transfer would constitute a violation or breach of this Agreement.
3. This Agreement will terminate upon the earlier of (i) the Lock-Up
Termination Date or (ii) if the Underwriting Agreement does not become effective
or if the Underwriting Agreement (other than provisions thereof which survive
termination) is terminated, on February ___, 1999.
4. This Agreement shall be binding also upon the successors,
assigns, heirs and personal representatives of Gabelli Partners.
5. This Agreement shall be governed by the laws of the State of New
York but without giving effect to applicable principles of conflicts of law to
the extent that the application of the laws of another jurisdiction would be
required thereby.
6. This Agreement may be executed in two counterparts, each of which
shall be an original and both of which when taken together shall constitute one
instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.
GABELLI ASSET MANAGEMENT INC.
By:
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Name:
Title:
GABELLI GROUP CAPITAL PARTNERS, INC.
By:
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Name:
Title:
