AMERICAN SURGICAL HOLDINGS, INC. 100039 BISSONNET #250 HOUSTON, TEXAS 77036
AMERICAN
SURGICAL HOLDINGS, INC.
100039
BISSONNET #250
HOUSTON,
TEXAS 77036
September
14, 2007
Xxxxxxx
X. Xxxxxx, Esq.
Xxxxx
X.
Xxxxxx, Esq.
Xxxxxx
& Xxxxxx, LLP
000
Xxxxx
0 Xxxxx, Xxxxx 000
Manalapan,
NJ 07726
Re:
Share Transfer Restrictions
Dear
Xxxxxxx and Xxxxx:
The
purpose of this letter is to set forth our agreement with respect to the
transfer of shares of the Common Stock, par value $0.001 per share, of American
Surgical Holdings, Inc. (the "Company"), of which you are each the beneficial
owner on the date of this letter (the "Shares"). For purposes of this agreement,
the term "beneficial owner" will have the meaning given to such term in SEC
Rule
13d-3, which includes, among other things, the power to dispose or to direct
the
disposition of such Shares.
For
good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned hereby agrees that, for the period described
below
(the "Lock-Up Period"), he will not: (i) offer, sell, contract to sell, pledge,
grant any option to purchase, make any short sale or otherwise dispose of
any
Shares, or (ii) engage directly or indirectly in any transaction the likely
result of which would involve a transaction prohibited by clause (i). The
foregoing restriction is expressly precludes the undersigned from engaging
in
any hedging or other transaction which is designed to, or reasonably expected
to
lead to, or result in, a sale or disposition of the Shares even if such Shares
would be disposed of by someone other than the undersigned. Such prohibited
hedging or other transactions would include without limitation any short sale
or
any
purchase, sale or grant of any right (including without limitation any put
or
call option) with respect to any of the Shares or with respect to any security
that includes, relates to, or derives any significant part of its value from
the
Shares.
The
Lock-Up Period shall begin on September 14, 2007, and shall continue until
the
earliest to occur of:
1. September
14, 2008;
2. A
completed registered secondary offering of $3 million or more; or
3.
The
Company agrees in writing to terminate this agreement.
September
14, 2007 Page 2
Notwithstanding
the foregoing restrictions on transfer, the undersigned may, at any time
and
from time to time during the Lock-Up Period, transfer the Shares (i) as bona
fide gifts or transfers by will or intestacy, or (ii) to any trust for the
direct or
indirect benefit of the undersigned or the immediate family of the
undersigned, provided that any such transfer shall not involve a disposition
for
value, provided, that, in the case of any gift or transfer described in clauses
(i) or (ii), each donee or transferee agrees in writing to be bound by the
terms
and conditions contained herein in the same manner as such terms and conditions
apply to the undersigned. For purposes hereof, "immediate family" means any
relationship by blood, marriage or adoption, not more remote than first
cousin.
By
signing this letter the undersigned acknowledges that he is legally bound
by the
terms of this letter.
American Surgical Holdings, Inc.
By: /s/
Xxx X. Xxxxxxx
Xxx X.
Xxxxxxx
Chief Executive Officer
Agreed-to and accepted:
By: /s/ Xxxxxxx X.
Xxxxxx
Xxxxxxx X.
Xxxxxx
Agreed-to and accepted:
By: /s/ Xxxxx X.
Xxxxxx
Xxxxx X.
Xxxxxx
