Exhibit 8
LOCK UP AGREEMENT
February 13, 2001
The Xxxxxx Biomechanics Group, Inc.
000 Xxxxxxx Xxxx
Xxxx Xxxx, Xxx Xxxx 00000
Re: Lock Up Agreement
Gentlemen:
The undersigned is a holder of options ("Options") to purchase 100,000
shares of common stock, par value $.02 per share ("Common Stock"), of The Xxxxxx
Biomechanics Group, Inc. (the "Company") granted to the undersigned by the
Company on or about the date hereof in connection with the Consulting Agreement,
dated on or about the date hereof, between the Company and the undersigned. As
used herein, "Locked Up Stock" shall mean the shares of Common Stock received by
the undersigned upon exercise of any of the 100,000 Options.
The undersigned irrevocably agrees that the undersigned will not, without
the written consent of the board of directors of the Company, directly or
indirectly, make any offer, sale, assignment, transfer, pledge, hypothecation or
other encumbrance, contract to sell, grant of an option to purchase or sell or
other disposition of or enter into any transaction or device designed to, or
which could reasonably be expected to result in the disposition by any person at
any time in the future of any Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock until the third anniversary of the
date of this Lock Up Agreement.
The undersigned understands that any certificates issued to the
undersigned representing shares of Common Stock will bear a legend referencing
the restrictions set forth in this Lock Up Agreement.
This Lock Up Agreement shall terminate in its entirety upon the death or
permanent disability of Xxxxxx X. Xxxxxxx, a member of the undersigned.
The undersigned confirms that it understands that the Company will rely
upon the representations set forth in this Agreement. This Agreement shall be
binding on the undersigned and its respective successors, heirs, personal
representatives and assigns.
Very truly yours,
Kanders & Company
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President
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