Exhibit 1.8
[FORM OF STOCKHOLDER LOCK-UP AGREEMENT]
AGREEMENT, dated March , 1997, between Natural Wonders, Inc., a
Delaware corporation (the "Buyer") and , a stockholder (the "Holder") of
What A World!, Inc. (the "Corporation").
In order to induce the Buyer to enter into the Asset Purchase Agreement (the
"Purchase Agreement") dated as of the date hereof among the Buyer and the
Corporation providing for the sale of substantially all of the assets of the
Corporation to the Buyer, the Holder and the Buyer hereby agree as set forth
below:
1. The Holder represents and warrants that he owns of record and
beneficially, and has good and marketable title to (free and clear of any lien,
pledge, charge or other encumbrance) an aggregate of shares of the
Corporation's common stock, par value $.01 per share (the "Common Stock").
2. The Holder hereby irrevocably appoints ▇▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ or ▇▇.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, the President and Chief Financial Officer of the Buyer,
respectively, as his proxy and attorney-in-fact, with full power of
substitution, on behalf of and in the name of the Holder, to represent the
Holder at any meeting of the stockholders of the Corporation held, or to sign
any written consents executed, during the term of this Agreement for the sole
purpose of voting upon the proposed sale of substantially all of the
Corporation's assets to the Buyer as contemplated by the Purchase Agreement. The
Holder acknowledges that the proxy and power of attorney granted hereby,
inasmuch as it is granted in conjunction with the proposed asset sale as
contemplated by the Purchase Agreement, is coupled with an interest.
3. The Holder agrees as follows:
(i) from and after the date hereof through the Closing (as defined in
the Purchase Agreement), to refrain from transferring, selling, pledging,
assigning or otherwise disposing of any of the shares of Common Stock
presently owned or hereafter acquired by him to any person, provided,
however, that the Holder may donate all or a portion of the Common Stock if
the donee, simultaneously with the donation, signs and delivers to Buyer an
agreement substantially similar to this Agreement;
1
(ii) from and after the date hereof through the Closing, to refrain from
soliciting or engaging in negotiations or discussions with respect to or
entering into any agreement with any person (except the Buyer or a
wholly-owned subsidiary thereof) for such transfer, sale, pledge, assignment
or disposition;
(iii) from and after the date hereof through the Closing, to use his best
efforts to cause the Corporation to comply with the terms of the Purchase
Agreement; and
(iv) subject to applicable laws, including without limitation, federal
securities laws, from and after the date hereof through the Closing, to
refrain from issuing any public statement or communication regarding the
matters contemplated hereby without first notifying the Buyer and the
Corporation and providing them with a copy of the text thereof;
4. The Holder acknowledges that this Agreement and the proxy granted
hereunder are provided in furtherance of Buyer's proposal to acquire
substantially all of the assets of the Corporation and that money damages are
not an adequate remedy. The Holder hereby agrees that in the event of any breach
of this Agreement by the Holder, Buyer shall be entitled to equitable relief of
specific performance of the terms hereof; provided that nothing herein shall be
deemed to constitute a waiver by Buyer of any other remedy available to it
hereunder, in law or in equity.
5. This Agreement is binding upon the parties and their respective heirs,
administrators, successors and assigns. This Agreement shall not be assignable
by any party without the prior written consent of the other party.
6. This Agreement shall be construed in accordance with the laws of the
State of Delaware.
7. This Agreement may be amended or modified but only by a writing signed by
the parties hereto or their respective successors and assigns.
8. The Agreement shall terminate upon the earlier to occur of (i) the
Closing or (ii) the termination of the Purchase Agreement in accordance with the
terms thereof.
9. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same
instrument.
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
NATURAL WONDERS, INC.
By:
-------------------------------
Name:
Title:
----------------------------------
[Stockholder]
3