Exhibit E
LOCK-UP AGREEMENT
LOCK UP AGREEMENT ("Agreement"), dated as of __________, 2001, by and
among Specialized Health Products International, Inc. (the "Company") and the
party listed on the signature page hereto.
WHEREAS, Xxxxx Partners III, L.P. ("Xxxxx") and certain other parties
(each a "Purchaser" and collectively, the "Purchasers") propose to enter into a
Series A Preferred Stock Purchase Agreement (the "Purchase Agreement") with the
Company, providing for the purchase by the Purchasers of Series A Preferred
Stock ("Preferred Stock") of the Company (the "Private Offering"); and
WHEREAS, the Purchasers and the current officers and directors of the
Company (each, an "Affiliated Party") have agreed to enter into this Agreement
as a condition of the Private Offering.
NOW THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned hereby agree as follows:
For a period of two years from the First Closing as defined in the
Purchase Agreement (the "Lock-up Period"), the undersigned will not, without the
prior written consent of Xxxxx (if such undersigned is an Affiliated Party), or
the Company (if such undersigned is a Purchaser), directly or indirectly, offer
for sale, sell, pledge, contract to sell, hypothecate or otherwise dispose of or
transfer (x) any of the Common Stock which the undersigned may own beneficially
or of record ("Owned Common Stock") if such undersigned is an Affiliated Party,
or (y) any Owned Common Stock or any of the Preferred Stock (or any Common Stock
received upon conversion or exchange of the Preferred Stock) which the
undersigned may own beneficially or of record ("Owned Preferred Stock") if such
undersigned is an Purchaser.
Notwithstanding the foregoing, the undersigned may transfer any or all
of the Owned Common Stock or Owned Preferred Stock, as the case may be, by gift,
will or intestacy; provided, however, that in any such case it shall be a
condition to the transfer that the transferee execute an agreement stating that
the transferee is receiving and holding the Owned Common Stock or Owned
Preferred Stock subject to the provisions of this Agreement, and there shall be
no further transfer of such Owned Common Stock or Owned Preferred Stock except
in accordance with this Agreement.
The undersigned agrees that the Company may, and that the undersigned
will, (i) with respect to any shares of Owned Common Stock or Owned Preferred
Stock for which the undersigned is the record holder, cause the transfer agent
for the Company to note stop transfer instructions with respect to such shares
of Owned Common Stock or Owned Preferred Stock on the transfer books and records
of the transfer agent or the Company, as applicable, and (ii) with respect to
any shares of Owned Common Stock or Owned Preferred Stock for which the
undersigned is the beneficial holder but not the record holder, cause the record
holder of such shares of Owned Common Stock or Owned Preferred Stock to cause
the transfer agent for the Company to note stop
transfer instructions with respect to such shares of Owned Common Stock or Owned
Preferred Stock on the transfer books and records of the transfer agent or the
Company, as applicable.
The undersigned understands that the parties to the Purchase Agreement
will proceed with the Private Offering in reliance on this Lock-up Agreement.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to enter into this Agreement. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of the
undersigned and any obligations of the undersigned shall be binding upon the
heirs, personal representatives, successors and assigns of the undersigned.
IN WITNESS WHEREOF, this Agreement has been duly executed on the day
and year first written above.
SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.
By: _____________________________________
Name:
Title:
Stockholder: _______________________
(please print)
By:__________________________________
(signature)
Print Name: _________________________
Print Title: ________________________
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