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, 1996
Xxxxxx & Associates, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Integrated Surgical Systems, Inc.
000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000
Re: "Lock-Up" Agreement
Ladies and Gentlemen:
The undersigned is the owner of certain shares of, or certain rights to
acquire, by conversion, exercise or other means, the common stock, par value
$.01 per share (the "Common Stock"), of Integrated Surgical Systems, Inc. (the
"Company"). In order to induce Xxxxxx & Associates, Inc. ("Xxxxxx") to act as
the underwriter in connection with a proposed public offering (the "Offering")
of shares of Common Stock and redeemable warrants to purchase Common Stock, the
undersigned hereby agrees as follows:
1. (a) Without the prior written consent of Xxxxxx (and, if required
by applicable state blue sky laws, the securities commissions in any such
states), for a period of 18 months after the effective date of a registration
statement with respect to the Offering (the "Effective Date"), the undersigned
will not offer sell, transfer or otherwise dispose of any shares of the Common
Stock now owned or hereafter acquired, whether beneficially (as defined below)
or of record, by the undersigned, including, but not limited to, shares of
Common Stock acquired upon exercise of options or warrants or conversion of any
other securities owned by the undersigned (all of the foregoing shares,
collectively, the "Restricted Shares"). For purposes of this agreement, the
undersigned shall be deemed to "beneficially" own, among other shares, any
shares owned by (i) members of his or her family and (ii) any person or entity
controlled by the undersigned or under common control with the undersigned.
(b) Anything to the contrary contained herein notwithstanding, the
undersigned may transfer any Restricted Shares to any of the undersigned who,
prior to such transfer, agree to be bound by these restrictions on transfer and
execute and deliver to Xxxxxx and the Company a copy of this letter: any
retirement plan or trust for the benefit of the undersigned, any member of the
undersigned's immediate family, any trust for the benefit only of the members
of the undersigned's immediate family, and (if the undersigned is an entity)
any entity controlled by or under common control with the undersigned.
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2. The undersigned will cause:
(i) a copy of this agreement to be available from the Company or
the Company's transfer agent upon request and without charge;
(ii) a notice to be placed on the face of each stock certificate for
Restricted Shares stating that the transfer of the Restricted
Shares is restricted in accordance with the conditions set
forth on the reverse side of the certificate; and
(iii) a typed legend to be place on the reverse side of each
certificate representing Restricted Shares stating that the
sale or transfer of the Restricted Shares is subject to certain
restrictions pursuant to an agreement between the stockholder
and the Company, which agreement is on file with the Company
and the stock transfer agent from which a copy is available
upon request and without charge.
3. This agreement and all of its terms and restrictions shall be
binding upon the undersigned and each and every one of its legal
representatives, heirs, successors and assigns. The terms and conditions
contained in this agreement can only be modified (including premature
termination of this agreement) with the prior written consent of Xxxxxx.
4. This agreement shall terminate in the event the Company and Xxxxxx
have not entered into an underwriting agreement by December 31, 1996 with
respect to the Offering.
5. This agreement shall be governed by and construed in accordance
with the law of the state of New York applicable to agreements made and to be
performed entirely in New York.
Very truly yours,
[Entities:] ------------------------------
[name of entity]
By:
---------------------------
Name:
Title:
[Individuals:] -----------------------------
Name:
