EXHIBIT 10.11
___________________, 2003 [effective date of offering]
Civilian Capital
00 Xxxxx Xxxxxx Xxxxxx, Xxx. 7c
Chicago, IL 60607
Ladies and Gentlemen:
In order to induce Civilian Capital (the "Underwriter") and Xxxxx Xxxx,
Inc. (the "Company") to enter into an underwriting agreement with respect to the
public offering (the "Public Offering") of shares of the Company's Series A
Preferred Stock (the "Preferred Stock"), the undersigned hereby agrees that for
a period of four (4) years following the closing of the Public Offering, he, she
or it will not, without the prior written consent of the Underwriter and the
Company, directly or indirectly, issue, offer, agree or offer to sell, sell,
grant an option for the purchase or sale of, transfer, pledge, assign,
hypothecate, distribute or otherwise encumber or dispose of (whether pursuant to
Rule 144 of the General Rules and Regulations under the Securities Act of 1933,
as amended, or otherwise) (collectively "Transfer") any shares of Common Stock
of the Company ("Common Stock") or options, rights, warrants or other securities
convertible into, exchangeable or exercisable for or evidencing any fight to
purchase or subscribe for shares of Common Stock or (whether or not beneficially
owned by the undersigned), or any beneficial interest thereto (collectively, the
"Securities"). Notwithstanding the foregoing, the undersigned may Transfer
shares of Common Stock to the same extent and in the same proportion as Xx.
Xxxxxxx X. Xxxx XXX, Xx. Xxxxx X. Xxxx and Xx. Xxxxx X. Xxxxxx (collectively,
the "Founders") may Transfer their shares of Common Stock under the provisions
of the Promotional Shares Escrow Agreement dated as of the date hereof between
the Founders, the Company and _________, as escrow agent, in form substantially
similar to the form of Promotional Shares Escrow Agreement included as Exhibit
10.14 to the Company's current registration statement relating to the Preferred
Stock.
In order to enable the aforesaid covenants to be enforced, the undersigned
hereby consents to the placing of legends and/or stop-transfer orders with the
transfer agent, if any, of the Company's Common Stock with respect to any shares
of Common Stock registered in the name of the undersigned or beneficially owned
by the undersigned.
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Signature*
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Print Name
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Print Address
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Print Social Security Number or
Taxpayer I.D. Number
* To be signed by Xxxxx X. Xxxxx and Xxxxx X. Xxxxxxx.
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