REGISTERING SHAREHOLDER'S LOCK UP AGREEMENT
This Agreement is made and entered into this 5th day of June,
1996, between Xxxxxxx Xxxx, a Series B Preferred shareholder of
Paradigm Medical Industries, Inc. (the "Shareholder") and Xxxxxxx
Xxxxxx & Co., Inc. (the "Underwriter") and such other underwriters
as are named in the Underwriting Agreement to be entered into with
Paradigm Medical Industries, Inc. (the "Corporation"). All
capitalized terms not otherwise defined herein shall have the
meanings set forth in the Underwriting Agreement.
A. The Corporation and the Underwriter intend to enter into
an Underwriting Agreement (the "Underwriting Agreement") pursuant
to which the Corporation intends to make a public offering of
shares of the common stock of the Corporation, and the Underwriter
has agreed that up to 598,820 shares of common stock held by
shareholders (the "Common Stock") upon the conversion of Series B
Preferred shares (the "Series B Preferred Shares") into shares of
Common Stock may be registered in the public offering;
B. The Shareholder will own the number of shares of Common
Stock set forth next to the Shareholder's signature below (the
"Shares"), assuming the conversion of his Series B Preferred Shares
into shares of Common Stock; the Shareholder is one of a number of
private shareholders who acquired Series B Preferred Shares in
private placements directly from the Company which are convertible
into shares of Common Stock at the rate of 1.2 shares of Common
Stock for each of the Series B Preferred Shares.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in the Underwriting Agreement, the parties
hereto set forth their agreement as follows:
1. a. The Shareholder shall not, without the
Underwriter's prior written consent, jointly or individually,
offer, sell, pledge, make any short sale of, contract to sell,
lend, grant any option for the purchase of, or otherwise dispose
of, directly or indirectly, any of the shares of Common Stock that
the Shareholder will own if he elects to exercise his conversion
rights to convert the Series B Preferred Shares into shares of
Common Stock, except as set forth in subparagraph (b) below.
b. After the expiration of one hundred eighty
(180) days from the effective date of the Registration Statement on
Form SB-2 which was filed with the Securities and Exchange
Commission by the Corporation as of March 19, 1996, pursuant to the
Securities Act of 1933, as amended (the "Effective Date"), there
shall be released from the restrictions of this Lock Up Agreement
("released") all of the Shares.
2. The Shareholder further agrees that an appropriate
restrictive legend in substantially the form attached hereto as
Exhibit A and/or stop transfer order may be imposed with respect to
all Shares which are subject to this Lock Up Agreement.
3. This Agreement shall inure to the benefit of and be
binding upon the parties, their heirs, legal representatives,
successors, and assigns.
4. This Agreement may be amended only by an instrument
duly executed in writing by the parties hereto.
5. This Agreement shall be construed in accordance with
and governed by the laws of the state of Utah.
6. Notwithstanding the foregoing, the agreements
contained in this Lock Up Agreement shall terminate if the proposed
public offering is abandoned.
IN WITNESS WHEREOF, the parties have executed this Agreement
the day and year first above written.
SHAREHOLDER
Xxxxxxx X. Xxxx, MD
Signature
Xxxxxxx X. Xxxx,
Xxxxx Xxxxxx, Inc.
(Print Name)
------------------------------------
Signature (to be signed by co-owner,
if applicable)
-----------------------------------
(Print Name)
Number of Shares: 15,054
XXXXXXX XXXXXX & CO., INC.
By: Xxxxxx Xxxxxx
Its: President
Please execute this document using the exact name in which
your shares are registered.
EXHIBIT A
[Legend to be placed on locked up certificates]
The shares represented by this certificate are subject to an
agreement (the "Lock Up Agreement") among the holder hereof,
Paradigm Medical Industries, Inc. (the "Corporation"), and Xxxxxxx
Xxxxxx & Co., Inc. (the "Underwriter"), which prevents an offer for
sale, pledge, contract to sell, or other disposition, directly or
indirectly, of any of the shares represented hereby without the
prior written consent by the Underwriter and the Corporation until
_________________ [180 days from the Effective Date], 1997. A copy
of the Lock Up Agreement is on file with the Secretary of the
Corporation.
