1
EXHIBIT 4.13
ACCUMED INTERNATIONAL, INC.
LOCK-UP LETTER
July 16, 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) up to one-third of the Common Stock
(including Common Stock issuable upon exercise of outstanding options or
warrants owned by the undersigned) owned by the undersigned on the date hereof
exclusive of Shares to be offered in the Offering (the "Non-offered Shares")
following 90 days after the date of the final Prospectus relating to the
Offering and (ii) up to and an additional one-third of the Non-offered Shares on
the date hereof after 180 days following the date of the final Prospectus
relating to the Offering.
2
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:
Shares
------- --------------------
Signature
Number of Shares of Common
Stock underlying options and warrants
owned by the undersigned:
Shares
--------- ----------------------
Printed Name and Title
The Company requests that this Lock-Up Agreement be completed and
delivered by facsimile as soon as possible to the Company's counsel, Xxxxxx &
Xxxxx LLP, 000 Xxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, Attn:
Xxxxxxxxxxx X. Xxxxx, Esq., facsimile (000) 000-0000, telephone (000) 000-0000.
