LOCK-UP AGREEMENT FOR CERTAIN ISORAY MEDICAL INC. SHAREHOLDERS
EXHIBIT
4.1
LOCK-UP
AGREEMENT FOR CERTAIN
ISORAY
MEDICAL INC. SHAREHOLDERS
This
Lock-Up Agreement (the “Agreement”) is between IsoRay Medical Inc. (“IsoRay”)
and the undersigned Shareholders of IsoRay.
Whereas
IsoRay
has entered into a Merger Agreement dated May 27, 2005 with Century Park
Pictures Corp., a Minnesota corporation (“Century Park”), Century Park
Transitory Subsidiary, Inc., a Delaware corporation, and certain shareholders;
and
Whereas
the
Merger Agreement requires as a condition of Century Park’s obligation to close
that the IsoRay officers and directors execute agreements not to sell the
Century Park shares they will receive (the “Century Park Shares”) into the
public market, therefore
In
Consideration of
the
Century Park Shares to be received by the Shareholders upon the closing of
the
merger, IsoRay and its undersigned Shareholders, with respect to the Century
Park Shares to be received by the Shareholders,
Agree
As Follows:
1. The
undersigned Shareholders agree not to sell their Century Park Shares in the
public market for a period of one year from the effective date of the merger.
2. This
Agreement does not prohibit the sale of the shares which are the subject
of this
Agreement from being sold in private transactions pursuant to Section 4(1)
of
the Securities Act so long as the transferee agrees to abide by the remaining
term of this Agreement. In all such transactions compliance with the terms
of
this Agreement must be established to the satisfaction of Century Park.
3. Stop
transfer instructions will be issued to the stock transfer agent for all
shares
which are the subject of this Agreement. All certificates representing ownership
of shares with are the subject of this Agreement will bear the following
legend:
“Any
sale
or transfer of the shares represented by this certificate is subject to a
Lock-Up Agreement between the Company and the shareholder. Any sale or transfer
of the shares represented by this certificate must be in accordance with
the
terms of the Agreement and compliance with the terms of the Agreement must
be
established to the satisfaction of the Company.”
The
undersigned Shareholders agree that the number of Century Park Shares subject
to
this Agreement and certificate numbers thereof will be added to Exhibit A
immediately after the closing of the merger.
This
Agreement may be executed in counter parts and faxed signatures shall be
accepted as original signatures.
SIGNATURES
| IsoRay Medical, Inc. | |||
| By | |||
|
Xxxxx Xxxxxx, CEO |
Date |
| SHAREHOLDERS: | |||
|
Xxxxx Xxxxxx, CEO, Chairman, President |
Date |
|
Xxxx Xxxxxxx, Executive VP-Sales & Marketing |
Date |
|
Xxxxxxx Xxxxxx, CFO |
Date |
|
Xxxxx X. Xxxxxxxx, VP-Manufacturing & Production, Secretary, Treasurer, Director |
Date |
|
Xxxxxx X. Xxxxx, VP-Strategic Planning Director |
Date |
|
Xxxxx Xxxxxxxxxx, VP-Finance |
Date |
|
Xxxxxxxx Xxxxx, VP-International Finance |
Date |
2
|
Xxxxx Xxxxxx, Project Manager, Director |
Date |
|
Xxxxxxx X. Xxxxx, Chief Technology Officer |
Date |
|
Xxxxx Xxxxxx, Chief Quality Officer |
Date |
|
Lane X. Xxxx, Chief Chemist |
Date |
|
Xxxxxxx Xxx, Director |
Date |
|
Xxxxx Xxxxxxxx, Director |
Date |
|
Xxxxxxx Xxxxxxx, Director |
Date |
3
AGREEMENT
TO STAND ASIDE FROM THE PUBLIC MARKET
EXHIBIT
A
|
IsoRay
Shares Subject
|
Century
Park Shares Subject
|
||||||||||||
|
Shareholder
:
|
to
the Agreement
|
to
the Agreement
|
|||||||||||
|
|
Cert.
#
|
Shares
|
Cert.
#
|
Shares
|
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4
