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EXHIBIT 4.14
ACCUMED INTERNATIONAL, INC.
LOCK-UP LETTER
August 21, 1996
VECTOR SECURITIES INTERNATIONAL, INC.
XXXXXX XXXXXXX INCORPORATED
c/o VECTOR SECURITIES INTERNATIONAL, INC.
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Dear Sirs:
The undersigned understands that you and certain other firms propose to enter
into an Underwriting Agreement (the "Underwriting Agreement") providing for the
purchase by you and other such firms (the "Underwriters") of shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of
AccuMed International, Inc. (the "Company") from the Company and certain
stockholders and that the Underwriters propose to reoffer the Shares to the
public (the "Offering").
In consideration of the execution of the Underwriting Agreement by the
Underwriters, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned hereby irrevocably
agrees that, without the prior written consent of Vector Securities
International, Inc. and Xxxxxx Xxxxxxx Incorporated (the "Representatives") the
undersigned will not, directly or indirectly, sell, offer to sell, solicit an
offer to buy, contract to sell (including, without limitation, any short sale),
grant any option to purchase or right to acquire, acquire any option to dispose
of, or otherwise transfer or dispose of, any shares of Common Stock, or any
securities convertible into or exercisable or exchangeable for Common Stock or
such similar securities (other than in the Offering), for a period of two
hundred and seventy (270) days after the date of the final Prospectus relating
to the Offering. Notwithstanding the foregoing, the undersigned, without the
consent of the Representatives, may sell (i) at any time, up to 77,807 shares
of Common Stock issuable upon exercise of the publicly traded warrants (the
"Warrant Shares") owned by the undersigned on the date hereof; (ii) at any time
after 60 days from the date of the final prospectus relating to the Offering,
up to 900,000 Warrant Shares owned by the undersigned on the date hereof; (iii)
at any time after 90 days after the date of the final prospectus relating to
the Offering, up to one-third of the Common Stock (including Warrant Shares and
shares of Common Stock issuable upon exercise of Options owned by the
Undersigned)
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owned by the undersigned on the date hereof exclusive of Shares to
be offered in the Offering (the "Non-offered Shares"); (iv) at any time after
180 days following the date of the final prospectus relating to the Offering,
up to and an additional one-third of the Non-offered Shares owned by the
Undersigned on the date hereof; and (v) at any time any of the publicly traded
warrants owned by the undersigned on the date hereof, provided that with
respect to sales of such warrants proposed to be made within the time period
referred to within (ii) above, prior to such sale the transferee shall agree in
writing to be bound by the terms of this Agreement. The undersigned agrees
that a legend in the Form of Exhibit A shall be placed on all Warrant
Certificates, which legend shall be removed if transferred after the
expiration of the applicable lock-up period, if any.
The undersigned hereby represents that he, she or it has not taken, and
agrees that he, she or it shall not take any action designed to, or that might
reasonably be expected to, cause or result in stabilization or manipulation of
the price of Common Stock or to facilitate the sale of Shares in the public
offering contemplated by the Underwriting Agreement in violation of law.
The undersigned agrees that the provisions of this Agreement shall be binding
also upon the successors, assigns, heirs and personal representatives of the
undersigned.
In furtherance of the foregoing, the Company and American Stock & Trust Co.,
its Transfer Agent, are hereby authorized to decline to make any transfer of
securities if such transfer would constitute a violation or breach of this
letter agreement.
It is understood that, if the Underwriting Agreement does not become
effective, or if the Underwriting Agreement (other than the provisions thereof
which survive termination) shall terminate or be terminated prior to payment
for the delivery of the Shares, you will release us from our obligations under
this letter agreement.
Number of Shares of Common Very truly yours
Stock owned by the undersigned:
222,222 Shares /s/ Xxxxx Xxxxxxxx
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Signature
Number of Shares of Common
Stock underlying options and warrants
owned by the undersigned:
1,667,078 Shares Xxxxx Xxxxxxxx, C.O.O.
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Printed Name and Title
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