10039 Bissonnat, Suite 250
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00000
Xxxxxxxxx, Xxxxx 000
|
|
|
American
|
Houston,
Texas 77035
|
|
Surgical
|
Tel.
:(000) 000-0000
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Holdings
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Fax.
(000)000-0000
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October 16, 2007
Xxxxx Xxxxxxxxx
00000 Xxxxxx Xxxxxx Xxxxx
Plantation, FL 33324
Dear 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 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 13c1-3, 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 (1) 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 such date that the undersigned has completed the sale
of a
minimum. of 25,000 shares of Common stock, and shall continue until the earliest
to occur of:
1. The.
Company has
repaid, renegotiated, satisfied. in full or converted into equity of the
Company, the $2,715,000.00 of notes payable issued in the bridge financing
completed on or about July 2, 2007; or
2. The
Company has
completed a registered offering of $3 million or more.
xxxx://xxxxxx.xx
October 16, 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 (1) 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
() 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 funny" means any
relationship by blood, marriage or adoption, not more remote than first cousin.
The undersigned
hereby consents to the imposition of "stop transfer" instructions with the
Company's transfer agent relating to the securities subject to this agreement
and agrees promptly to raise such securities to be presented to the
Company's transfer agent with instructions to reissue the certificates with
a
legend disclosing the material terms of this lock up" agreement.
By signing this letter the undersigned
acknowledges that he is legally bound by the terms of this letter.
Very truly yours,
American Surgical Holdings, Inc.
By: /s/
Xxx X. Xxxxxxx
Xxx X.
Xxxxxxx
Chief Executive Officer
Agreed-to and accepted:
By: /s/
Xxxxx Xxxxxxxxx
Xxxxx
Xxxxxxxxx
