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EXHIBIT 4.8
LOCK UP AGREEMENT
July 28, 1998
Venturi Technologies, Inc.
0000 Xxxxx Xxxxx Xxxxxx
Xxxx, Xxxx 00000
Attention: Xxxxxxx Xxxxxx, Chairman
and Chief Executive Officer
Gentlemen:
Invest Linc Emerging Growth Equity Fund I, L.L.C., a Nevada limited
liability company and successor-in-interest to CDL Emerging Growth Equity Fund
I, L.L.C., a Nevada limited liability company (the "Fund"), is the holder of
record of 372,862 shares of restricted Series C 6% Cumulative Convertible
Non-Voting Preferred Stock (the "Series C Preferred Stock") issued by Venturi
Technologies, Inc., a Nevada corporation (the "Company"). In connection with the
filing, on or about the date hereof, by the Company of a Registration Statement
on Form SB-2 with the Securities and Exchange Commission ("SEC") for the purpose
of registering shares of the Company's common stock, the Fund has exercised its
option arising under that certain Stock Purchase Agreement dated as of April 10,
1998 between the Company, the Fund, CDL Capital Corp., a Nevada corporation, and
Xxxxxxx Xxxxxx and Xxxx Xxxxxxx, to convert, as of the date hereof, the Series C
Preferred Stock into the same number of shares of the Company's common stock. As
you know, the Fund has demanded that the 372,862 shares of the Company's common
stock that the Fund will receive upon conversion of the Series C Preferred Stock
(the "Common Shares") be registered as part of the current registration.
In connection with the foregoing, this letter will confirm the Fund's
agreement that it will not, without the Company's prior written approval, offer
for sale, sell, pledge, hypothecate or otherwise dispose of, directly or
indirectly, any of the Common Shares, whether pursuant to SEC Rule 144 or
otherwise, prior to May 31, 1999; provided however, that the Common Shares shall
be released from such restriction on transfer at the rate of One Thousand
(1,000) Common Shares per week for so long as the average closing bid price of
the Common Shares exceeds Ten Dollars ($10.00) per Common Share (subject to
adjustment in the event of any reverse stock splits or other similar events), on
trading volume of at least fifteen thousand (15,000) Common Shares per day, for
the previous thirty (30) trading days (excluding any trading halts).
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This Agreement shall become null and void effective May 31, 1999, and
all Common Shares subject to the restriction on transfer arising hereunder then
shall be released in full from such restriction.
Very truly yours,
/s/ Xxxxx X. Xxxxxxx
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Invest Linc Emerging Growth
Equity Fund I, L.L.C., a Nevada limited
liability company, by Xxxxx X. Xxxxxxx,
President
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