Form of Lock-Up Agreement


 


 


 


Francesca’s Holdings Corporation


 


Lock-Up Agreement


 


________________, 2012


 


Goldman, Sachs & Co.


200 West Street

New York, New York 10282




J.P. Morgan Securities LLC


383 Madison Avenue


New York, New York 10179






 


 


 


			Re: Francesca’s Holdings Corporation - Lock-Up Agreement



 


Ladies and Gentlemen:


 


The undersigned understands
that you, as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting
Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”),
with Francesca’s Holdings Corporation, a Delaware corporation (the “Company”), and with the selling stockholders
named in Schedule II to such agreement, providing for a public offering (the “Public Offering”) of shares (the “Shares”)
of common stock of the Company with a par value of $0.01 (the “Common Stock”) pursuant to a Registration Statement
on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”).


 


In consideration of
the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up
Period”), the undersigned will not offer, sell, contract to sell, announce the intention to sell, pledge, grant any option
to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants
to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the
right to receive shares of Common Stock of the Company, whether now owned or hereafter acquired, owned directly by the undersigned
(including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations
of the SEC (collectively the “Undersigned’s Shares”), or exercise any right with respect to the registration
of any of the Undersigned’s Shares, or demand or cause to be filed any registration statement in connection therewith, under
the Securities Act of 1933, as amended. The foregoing restriction is expressly agreed to preclude the undersigned from engaging
in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or
disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such
prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any
right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect
to any security that includes, relates to, or derives any significant part of its value from such Shares.


 



    	 



    	 



    

 


 


The initial Lock-Up
Period will commence on the date of this Lock-Up Agreement and continue for 90 days after the Public Offering date set forth on
the final prospectus used to sell the Shares (the “Public Offering Date”) pursuant to the Underwriting Agreement; provided,
however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or announces
material news or a material event or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will
release earnings results during the 15-day period following the last day of the initial Lock-Up Period, then in each case the Lock-Up
Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings
results or the announcement of the material news or material event, as applicable, unless the Representatives waive, in writing,
such extension.


 


The undersigned hereby
acknowledges that the Company has agreed in the Underwriting Agreement to provide written notice of any event that would result
in an extension of the Lock-Up Period pursuant to the previous paragraph to the undersigned (in accordance with Section 12 of the
Underwriting Agreement) and agrees that any such notice properly delivered will be deemed to have been given to, and received by,
the undersigned. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that
is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the
34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate
such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as
such may have been extended pursuant to the previous paragraph) has expired.


 


Notwithstanding the
foregoing, the undersigned may (i) transfer the Undersigned’s Shares as a bona fide gift or gifts, provided that the donee
or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) transfer the Undersigned’s Shares
to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the
trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer
shall not involve a disposition for value, (iii) sell shares of Common Stock acquired by the Undersigned in open market transactions
after the completion of the Public Offering, or (iv) transfer the Undersigned’s Shares with the prior written consent (a
“Waiver”) of the Representatives on behalf of the Underwriters, provided that in the case of clauses (i), (ii) and
(iii), no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be voluntarily
made in connection with such transfer during the Lock-Up Period. The foregoing restrictions shall also not apply (a) to the registration
of or sale to the Underwriters of any shares of Common Stock pursuant to the Underwriting Agreement as part of the Public Offering
and (b) the exercise by the Undersigned of any stock options granted under any Company stock incentive plan as described in the
prospectus related to the Public Offering (other than any disposition of shares of Common Stock as a result of a “cashless”
exercise of any such stock options) provided that in each case all shares of Common Stock received by the Undersigned upon such
exercise shall thereafter be subject to the restrictions contained in this Lock-Up Agreement. For purposes of this Lock-Up Agreement,
“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In
addition, notwithstanding the foregoing, if the undersigned is a corporation, limited partnership, limited liability company or
other entity, the undersigned may transfer shares of Common Stock to its limited partners, members or stockholders, or any wholly-owned
subsidiary of the undersigned; provided, however, that in any such case, it shall be a condition to the transfer
that the transferee execute an agreement stating that the transferee is receiving and holding such shares of Common Stock subject
to the provisions of this Lock-Up Agreement and there shall be no further transfer of such shares of Common Stock except in accordance
with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value and no filing
under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be voluntarily made in connection
with such transfer during the Lock-Up Period. The undersigned now has, and, except as contemplated by clause (i), (ii), (iii) or
(iv) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares,
free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares
except in compliance with the foregoing restrictions.


 



    	 



    	 



    

 


 


Notwithstanding anything
herein to the contrary, the Underwriters and their affiliates, other than the undersigned, may engage in brokerage, investment
advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage,
principal investing and other similar activities conducted in the ordinary course of their affiliates’ business.


 


The undersigned understands
that the Company and the Underwriters 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 undersigned’s
heirs, legal representatives, successors, and assigns.


 


The undersigned understands
that, if (i) the sale of the Shares contemplated by the Underwriting Agreement is not completed by May 31, 2012, or (ii) the Company
notifies the Representatives that it does not intend to proceed with the public offering of the Common Stock, this Letter Agreement
shall terminate, and the undersigned shall be released from all obligations hereunder.


 


This agreement and
any matters related to this Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New
York without regard to principles of conflict of laws that would result in the application of any law other than the laws of the
State of New York. The undersigned agrees that any suit or proceeding arising in respect of this Lock-Up Agreement will be tried
exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction,
in any state court located in the City and County of New York and the undersigned agrees to submit to the jurisdiction of, and
to venue in, such courts.


 



    	 



    	 



    

 


 


	 	Very truly yours,
	 	 
	 	 
	 	Exact Name of Party to Lock-Up Agreement
	 	 
	 	Authorized Signature
	 	 
	 	Title