from SC 13D/A
1 page
<page> September 19, 1997 Schroder & Co. Inc. Brean Murray & Co., Inc. as Representatives of the Several Underwriters Named in Schedule I to the Underwriting Agreement C/O Schroder & Co. Inc. Equitable Center 787 Seventh Avenue New York, New York 10019-6016 Ladies & Gentlemen: Each of the Undersigned Understands That the Middleby Corporation (The "Company") and Certain Stockholders of the Company (The "Selling Stockholders") Propose to Sell Share of the Company's Common Stock (The "Shares") in a Public Offering Through Underwriters for Which It Is Anticipated You Will Act as Representatives (The "Representatives"). Each of the Undersigned Further Understands That the Representatives Have Requested, as a Condition to the Underwriters' Agreeing to Purchase the Shares, That Each Director and Executive Officer of the Company, Each Five Percent Stockholder of the Company, and Each Selling Stockholder Execute This Agreement. Each of the Undersigned Acknowledges That the Company Believes That the Proposed Public Offering Is in the Best Interest of the Company and Its Stockholders. Accordingly, Each of the Undersigned Hereby Separately Agrees With You That Such Person Will Not Offer, Sell, Contract to Sell or Otherwise Dispose of Any Shares of Capital Stock of the Company (Or Securities Convertible Into, or Exercisable For, Capital Stock of the Company), Otherwise Than in the Public Offering, for a Period of 120 Days After the Date of the Prospectus Relating to the Public Offering Without the Prior Written Consent of Schroder & Co., Inc. <page> in Witness Whereof, Each of the Undersigned Has Executed a Copy of This Agreement. /S/ William F. Whitman, Jr. William F. Whitman, Jr. John R. Miller, III David P. Riley, Individually Philip G. Putnam and as Trustee Linda M. Riley, as Trustee Sabin C. Streeter John J. Hastings Joseph G. Tompkins Robert R. Henry, Individually Laura B. Whitman, Individually and as Trustee and as Trustee A. Don Lummus Robert L. Yohe
