Name: Xxxxxxx X. Xxxxxx
Address: 0000 X. Xxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
Date: 4/28/98
First Liberty Investment Group, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Re: Proflight Medical Response, Inc.
Lockup Agreement
Dear Sir or Madam:
The undersigned is an officer, director, and/or securityholder of
Proflight Medical Response, Inc. (the "Company").
1. The undersigned represents and warrants to you that the undersigned
does not own or have the right or option to acquire any securities of
the Company, whether from the Company or any other person, except as
set forth below.
2. The undersigned understands that the Company has filed a registration
statement (the "Registration Statement") on Form SB-2 with the
Securities and Exchange Commission (Registration No. 333-27197) with
respect to the sale by the Company of 1,019,200 shares of Common
Stock and 1,019,200 Warrants (the "Securities"). Such Securities and
any other securities of the Company sold pursuant to the Registration
Statement, either in addition to or in lieu of such Securities, are
referred to herein as the "Offered Securities." The undersigned
further understands that the Company and First Liberty Investment
Group, Inc. (the "Underwriter") intend to enter into an underwriting
agreement (the "Underwriting Agreement") in connection with the
initial public offering of the Securities (the "Public Offering").
3. In order to induce the Company and the Underwriter to enter into the
Underwriting Agreement and to proceed with the Public Offering, the
undersigned agrees, for the benefit of the Company and the
Underwriter, that the undersigned will not, without the prior consent
of the Underwriter, during the twenty-four (24) month period
immediately following the effective date (the "Effective Date") of
the
Registration Statement, over, pledge, sell (which term includes a
short sale against the box), contract to sell, grant an option for
the sale of, or otherwise transfer or dispose of, directly or
indirectly, any securities of the Company, or any securities
convertible or exchangeable into securities of the Company (e.g.,
warrants, options, convertible notes or convertible preferred stock)
("Derivative Securities"), owned by the undersigned as of the
Effective Date.
The number of shares of Common Stock and Derivative Securities to which
this Agreement relates is set forth below.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
------------------------------
Signature
Xxxxxxx X. Xxxxxx
------------------------------
Printed Name of Securityholder
------------------------------
Title (if applicable)
0000 X. Xxxxxxxx Xxx.
------------------------------
Xxxxxxxxx, XX 00000
------------------------------
------------------------------
Address
Number of shares of Common Stock owned: 115,607 Shares
Number and type of Derivative Securities owned: _____________;
Warrants/Options/Other: _____________.
