1
EXHIBIT 10.7
LOCK UP LETTER
▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., LLC
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement") between ▇▇▇▇▇▇▇.▇▇▇
Corporation, a Washington corporation (the "Company"), and you as representative
of the several underwriters (the "Underwriters") named in Schedule I thereto,
relating to an underwritten public offering (the "Offering") of 1,400,000 shares
of the Company's common stock, no par value (the "Common Stock") (including
210,000 shares of Common Stock subject to an option granted to the Underwriters
solely to cover over-allotments, if any).
In order to induce you and the other Underwriters to enter into the
Underwriting Agreement with respect to the Offering, the undersigned, intending
to be legally bound, hereby agrees, for the benefit of the Company, you and the
other Underwriters, that for a period of twenty-four (24) months following the
effective date of the Registration Statement relating to the Offering (the
"Lock-up Period"), the undersigned will not, without the prior written consent
of the Representative (as defined in the Underwriting Agreement), directly or
indirectly, offer, offer to sell, sell, contract to sell, grant any option for
the purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or
dispose of any beneficial interest in ("Transfer") any Common Stock or
securities convertible into or exchangeable for or evidencing any right to
purchase or subscribe for any shares of Common Stock (either pursuant to Rule
144 of the regulations under the Securities Act of 1933, as amended, or
otherwise) either beneficially owned by the undersigned as of the effective date
of the Registration Statement or acquired by the undersigned during the Lock-up
Period as a result of the exercise of options (the "Securities").
Notwithstanding the foregoing, the undersigned may effect a Transfer of shares
of Common Stock 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.
In the event that the Representative consents to a Transfer, the
undersigned hereby agrees that, during the Lock-up Period, the execution of any
order relating to a Transfer of Securities shall be placed through the
Representative.
2
To enable the Company and the Underwriters to enforce the aforesaid
covenants, the Undersigned hereby consents to the placing of legends on the
Securities and stop-transfer orders with the transfer agent of the Company's
securities with respect to any of the Securities registered in the name of or
beneficially owned by the undersigned.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York without giving effect to the
choice of law or conflict of laws principles.
If for any reason the Underwriting Agreement shall be terminated prior
to the Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall be likewise terminated at such time.
Dated: January 26, 2000
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Signature
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Printed Name
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Print Address
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Print Social Security Number or
Taxpayer I.D. Number
3
To enable the Company and the Underwriters to enforce the aforesaid
covenants, the Undersigned hereby consents to the placing of legends on the
Securities and stop-transfer orders with the transfer agent of the Company's
securities with respect to any of the Securities registered in the name of or
beneficially owned by the undersigned.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York without giving effect to the
choice of law or conflict of laws principles.
If for any reason the Underwriting Agreement shall be terminated prior
to the Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall be likewise terminated at such time.
Dated: Aug. 19, 1999
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Signature
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Printed Name
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Print Address
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Print Social Security Number or
Taxpayer I.D. Number
4
To enable the Company and the Underwriters to enforce the aforesaid
covenants, the Undersigned hereby consents to the placing of legends on the
Securities and stop-transfer orders with the transfer agent of the Company's
securities with respect to any of the Securities registered in the name of or
beneficially owned by the undersigned.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York without giving effect to the
choice of law or conflict of laws principles.
If for any reason the Underwriting Agreement shall be terminated prior
to the Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall be likewise terminated at such time.
Dated: Aug. 19, 1999
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Signature
▇▇▇▇▇ ▇. ▇▇▇▇
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Printed Name
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Print Address
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Print Social Security Number or
Taxpayer I.D. Number
5
To enable the Company and the Underwriters to enforce the aforesaid
covenants, the Undersigned hereby consents to the placing of legends on the
Securities and stop-transfer orders with the transfer agent of the Company's
securities with respect to any of the Securities registered in the name of or
beneficially owned by the undersigned.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York without giving effect to the
choice of law or conflict of laws principles.
If for any reason the Underwriting Agreement shall be terminated prior
to the Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall be likewise terminated at such time.
Dated: Aug. 19, 1999
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Signature
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Printed Name
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Print Address
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Print Social Security Number or
Taxpayer I.D. Number
6
To enable the Company and the Underwriters to enforce the aforesaid
covenants, the Undersigned hereby consents to the placing of legends on the
Securities and stop-transfer orders with the transfer agent of the Company's
securities with respect to any of the Securities registered in the name of or
beneficially owned by the undersigned.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York without giving effect to the
choice of law or conflict of laws principles.
If for any reason the Underwriting Agreement shall be terminated prior
to the Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall be likewise terminated at such time.
Dated: Aug. 19, 1999
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Signature
▇▇▇▇▇ ▇▇▇▇▇
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Printed Name
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Print Address
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Print Social Security Number or
Taxpayer I.D. Number
7
To enable the Company and the Underwriters to enforce the aforesaid
covenants, the Undersigned hereby consents to the placing of legends on the
Securities and stop-transfer orders with the transfer agent of the Company's
securities with respect to any of the Securities registered in the name of or
beneficially owned by the undersigned.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York without giving effect to the
choice of law or conflict of laws principles.
If for any reason the Underwriting Agreement shall be terminated prior
to the Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall be likewise terminated at such time.
Dated: Aug. 19, 1999
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Signature
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Printed Name
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Print Address
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Print Social Security Number or
Taxpayer I.D. Number