Draft June 9, 2000 - 10:00 am
June ____, 2000
Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio 45601-0480
Donaldson, Lufkin & Jenrette Securities Corporation
First Union Securities, Inc.
The Robinson-Humphrey Company
DLJdirect Inc.
c/o Donaldson, Lufkin & Jenrette Securities Corporation
277 Park Avenue
New York, New York 10172
Dear Sirs:
The undersigned understands that Donaldson, Lufkin & Jenrette Securities
Corporation, First Union Securities, Inc., The Robinson-Humphrey Company and
DLJdirect Inc., as Representatives of the several underwriters (the
"Underwriters"), propose to enter into an Underwriting Agreement with Horizon
PCS, Inc. (the "Company"), providing for the initial public offering (the
"Initial Public Offering") of Class A common stock, par value $0.0001 per share
(the "Class A Common Stock") of the Company.
To induce the Underwriters that may participate in the Initial Public
Offering to continue their efforts in connection with the Initial Public
Offering, the undersigned, during the period commencing on the date hereof and
ending 180 days after the date of the final prospectus relating to the Initial
Public Offering:
(i) agrees not to (x) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any shares of Class A Common Stock, Class B Common Stock
or any other securities convertible into or exercisable or exchangeable for
Class A Common Stock (including, without limitation, shares of Class A Common
Stock, Class B Common Stock or other securities convertible into or exercisable
or exchangeable for Class A Common Stock which may be deemed to be beneficially
owned by the undersigned in accordance with the rules and regulations of the
Securities and Exchange Commission) or (y) enter into any swap or other
arrangement that transfers all or a portion of the economic consequences
associated with the ownership of any Class A Common Stock (regardless of whether
any of the transactions described in clause (x) or (y) is to be settled by the
delivery of Class A Common Stock, or such other securities, in cash or
otherwise), without the prior written consent of Donaldson, Lufkin & Jenrette
Securities Corporation;
(ii) agrees not to make any demand for, or exercise any right with respect
to, the registration of any shares of Class A Common Stock, Class B Common Stock
or any other securities convertible into or exercisable or exchangeable for
Class A Common Stock, without the prior written consent of Donaldson, Lufkin &
Jenrette Securities Corporation; and
(iii) authorizes the Company to cause the transfer agent to decline to
transfer and/or to note stop transfer restrictions on the transfer books and
records of the Company with respect to any shares of Class A Common Stock, Class
B Common Stock and any other securities convertible into or exercisable or
exchangeable for Class A Common Stock for which the undersigned is the record
holder and, in the case of any such shares or securities for which the
undersigned is the beneficial but not the record holder, agrees to cause the
record holder to cause the transfer agent to decline to transfer and/or to note
stop transfer restrictions on such books and records with respect to such shares
or securities.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into the agreements set forth herein, and
that, upon request, the undersigned will execute any additional documents
necessary or desirable in connection with the enforcement hereof. All authority
herein conferred or agreed to be conferred shall survive the death or incapacity
of the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors, and assigns of the undersigned.
Very truly yours,
______________________________
<PAGE>
[Additional Page for Individuals
Executing Lock-Ups]
(Name - Please Type) ______________________________
(Address) ______________________________
______________________________
______________________________
(Social Security or Taxpayer Identification No.) ________________
Number of shares of Class A Common Stock owned: None
Number of shares of Class B Common Stock owned: ___________________
Certificate Numbers: __________________________________________
Number of other securities that are convertible into,
or exercisable or exchangeable for, Class A Common Stock: None
Number of shares of Class A Common Stock issuable upon
[conversion, exercise or exchange] of such securities: None
Certificate Numbers: None
