10039 Bissonnat, Suite 250
|
00000
Xxxxxxxxx, Xxxxx 000
|
|
|
American
|
Houston,
Texas 77035
|
|
Surgical
|
Tel.
:(000) 000-0000
|
|
Holdings
|
Fax.
(000)000-0000
|
September 21, 2007
Xxxxx X. Xxxxxxxxxxx, III
00000 Xxxxxxxxx, Xxxxx 000
Houston, Texas 77036
Re:
Share Transfer Restrictions
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 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
21, 2007, and shall continue until the earliest to occur of
1. September
21,
2008;
2. A
completed
registered secondary offering of $3 million or more; or
3. The
Company agrees in
writing to terminate this agreement.
xxxx://xxxxxx.xx
September 21, 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.
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 X. Xxxxxxxxxxx, III
Xxxxx X.
Xxxxxxxxxxx, III
