This excerpt taken from the XIDE 8-K filed Mar 25, 2005.
[FORM OF LOCK-UP AGREEMENT]
March [ ], 2005
Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
Ladies and Gentlemen:
The undersigned understands that Deutsche Bank Securities Inc. and Credit Suisse First Boston LLC (collectively, the Initial Purchaser) proposes to enter into a Purchase Agreement (the Purchase Agreement) with Exide Technologies, a Delaware corporation (the Company), providing for the offering (the Offering) by the Initial Purchaser of securities convertible into shares of common stock, par value $0.01, of the Company (the Common Stock).
To induce the Initial Purchaser that will participate in any such Offering to continue its efforts in connection with such Offering, the undersigned hereby agrees that, without the prior written consent of the Initial Purchaser, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final offering memorandum relating to such Offering (the Final Memorandum), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option to sell or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering. In addition, the undersigned agrees that, without the prior written consent of the Initial Purchaser, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Final Memorandum, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Companys transfer agent and registrar against the transfer of the undersigneds shares of Common Stock except in compliance with the foregoing restrictions. Notwithstanding the foregoing, the undersigned may transfer the undersigneds Common Stock (i) as a bona fide gift or gifts, provided that the donee or donees thereto agree to be bound in writing by the restrictions set forth herein or (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided, further, that the trustee of such trust agrees to be bound in writing by the restrictions set forth herein. For purposes of this Lock-Up Agreement,
immediate family includes any relationship by blood, adoption or marriage, not more remote than first cousin.
The undersigned understands that the Company and the Initial Purchaser are relying upon this Lock-up Agreement in proceeding toward consummation of the Offering. The undersigned further understands that this Lock-up Agreement is irrevocable and shall be binding upon the undersigneds heirs, legal representatives, successors and assigns.
Whether or not any Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to the Purchase Agreement, the terms of which are subject to negotiation between the Company and the Initial Purchaser.