Exhibit 10.11
LOCK-UP AGREEMENT
December ,
2004
Friedman, Billings,
Ramsey & Co., Inc.
1001 Nineteenth Street North, 18th
Floor
Arlington, Virginia 22209
Ladies and Gentlemen:
The undersigned understands and
agrees as follows:
1. Friedman, Billings,
Ramsey & Co., Inc. (“ FBR ”) propose to
enter into a Purchase/Placement Agreement (the “ Purchase
Agreement ”) with People’s Choice Financial
Corporation, a Maryland corporation (the “ Company
”), and certain selling stockholder, providing for
(a) the initial purchase by FBR of shares of the
Company’s common stock, $0.01 par value per share, and the
resale of such shares by FBR to certain eligible purchasers,
(b) the direct sale by the Company of shares of its common
stock to certain accredited investors, and (c) an option for
FBR to purchase or place additional shares of the Company’s
common stock either for resale by FBR to certain eligible
purchasers or for direct sale by the Company to certain accredited
investors (all of such shares of the Company’s common stock
are collectively referred to as the “Shares” and the
transactions referred to in (a), (b) and (c) above are
collectively referred to as the “ Offering ”),
in each case, in transactions exempt from the registration
requirements of the Securities Act of 1933, as amended (the “
Securities Act ”).
2. In connection with the Offering
and pursuant to the terms of a Registration Rights Agreement to be
entered into in connection with the closing of the Offering, the
Company has agreed to file with the Securities and Exchange
Commission one or more registration statements providing for the
resale of the Shares under the Securities Act.
3. In recognition of the benefit
that the Offering will confer upon the undersigned and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by the undersigned, the undersigned
hereby agrees that, without the prior written consent of FBR (which
consent may be withheld or delayed in FBR’s sole discretion),
he, she or it will, subject to certain rights described below,
refrain during the period commencing on the date of the Purchase
Agreement and ending on the date that is the later of: (x) 180
days after the Closing Time (as defined in the Purchase Agreement);
and (y) 90 days after the effective date of the
Company’s shelf registration statement that provides for the
resale of the Shares under the Securities Act, from
(i) offering, pledging, selling, contracting to sell, selling
any option or contract to purchase, purchasing any option or
contract to sell, granting any option, right or warrant for the
sale of, lending or otherwise disposing of or transferring,
directly or indirectly, any equity securities of the Company, or
any secu
