EXHIBIT 10.1
LOCK UP AGREEMENT
April 15, 2004
RBC Capital Markets Corporation
Xxxxx, Xxxxxxxx & Xxxx
c/o RBC Capital Markets Corporation
Xxx Xxxxxxx Xxxxx
000 Xxxxxxxx
XX, XX 00000
Re: AngioDynamics, Inc. (the "Company")
Ladies and Gentlemen:
The undersigned is an owner of record or beneficially, or a pledgee of,
certain shares of common stock of the Company ("Common Stock") or securities
convertible into or exchangeable or exercisable for Common Stock. The Company
proposes to carry out a public offering of Common Stock (the "Offering") for
which you will act as representatives (the "Representatives") of the several
underwriters (the "Underwriters"). The undersigned recognizes that the Offering
will be of benefit to the undersigned and will benefit the Company by, among
other things, raising additional capital for its operations. The undersigned
acknowledges that you will be relying upon the representations and agreements of
the undersigned contained in this letter in carrying out the Offering and in
entering into underwriting arrangements with the Company with respect to the
Offering (the "Underwriting Agreement").
In consideration of the foregoing, the undersigned hereby agrees that for
a period of 180 days from the date of the final prospectus relating to the
Offering the undersigned will not, without the prior written consent of RBC
Capital Markets Corporation (which such consent may be withheld in its sole
discretion), directly or indirectly, (i) sell, offer to sell, contract to sell,
hypothecate, pledge, loan, grant any option to purchase or otherwise transfer or
dispose of, or file (or participate in the filing of) a registration statement
with the Securities and Exchange Commission (the "Commission") in respect of, or
establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder with respect to, any Common Stock of the Company or any
securities convertible into or exercisable or exchangeable for Common Stock,
(ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of Common Stock
or any securities convertible into or exercisable or exchangeable for Common
Stock, whether any such transaction is to be settled by delivery of Common Stock
or such other securities, in cash or otherwise, or (iii) publicly announce an
intention to effect any transaction specified in clause (i) or (ii).
Notwithstanding the foregoing, this letter agreement (this "Agreement")
shall not apply to (a) the sale of any Common Stock to the Underwriters pursuant
to Underwriting Agreement, (b)
a bona fide gift or gifts, provided the recipient or recipients thereof agree in
writing to be bound by the terms of this Agreement, ( c) dispositions to any
trust for the direct or indirect benefit of the undersigned or the immediate
family of the undersigned, provided that such trust agrees in writing to be
bound by the terms of this Agreement or (d) dispositions effected to the heirs
or assigns of the undersigned, provided that such heir or assign agrees in
writing to be bound by the terms of this Agreement. For purposes of this
paragraph, "immediate family" shall mean the undersigned and the spouse, lineal
descendant, father, mother, brother or sister of the undersigned.
The undersigned agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent and registrar against the
transfer of shares of Common Stock or securities convertible into or
exchangeable or exercisable for Common Stock held by the undersigned except in
compliance with the foregoing restrictions.
The undersigned understands that the Company, the Underwriters and the
Representatives will proceed with the Offering in reliance on this Agreement. If
(i) the Company notifies you in writing that it does not intend to proceed with
the Offering, (ii) the registration statement filed with the Securities and
Exchange Commission with respect to the Offering (the "Registration Statement")
is withdrawn or (iii) for any reason the Underwriting Agreement shall be
terminated prior to the time of purchase (as defined in the Underwriting
Agreement), this Agreement shall be terminated and the undersigned shall be
released from its obligations hereunder. The undersigned acknowledges that the
Company's intentions with respect to the Offering represent confidential
information of the Company, and the undersigned agrees to keep this information
confidential prior to the filing of the Registration Statement.
This Agreement is irrevocable and will be binding on the undersigned and
the respective successors, heirs, personal representatives, and assigns of the
undersigned.
Yours very truly,
/s/ Xxxxxx X. Xxxxx
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Signature
Xxxxxx X. Xxxxx
Printed Name of Holder
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Printed Name of Person Signing
(and indicate capacity of person signing as if
signing custodian, trustee, or on behalf of an entity)
