IMMTECH INTERNATIONAL, INC.
LOCK-UP AGREEMENT
January 28, 1999
Westport Resources Investment Services, Inc.
The New China Hong Kong Securities Ltd.
As Representatives of the
Several Underwriters
c/o Westport Resources Investment Services, Inc.
000 Xxxx Xxxx Xxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxxxxxxx 00000
Re: 5% Stockholders and Employee Option Holders
Ladies and Gentlemen:
The undersigned is currently a securityholder of Immtech International, Inc.
(the "Company") and wishes to facilitate the public offering (the "Offering") of
Common Stock of the Company ("Common Stock") pursuant to a Registration
Statement (the "Registration Statement") to be declared effective by the
Securities and Exchange Commission (the "Commission").
In consideration of the foregoing, in order to induce you to act as underwriters
in the Offering, and for other good and valuable consideration, receipt of which
is hereby acknowledged, the undersigned hereby irrevocably agrees that it will
not, directly or indirectly, sell, offer, contract to sell, transfer the
economic risk of ownership in, make any short sale, pledge, loan or otherwise
dispose of (each, a "Disposition") any shares of Common Stock or any options or
warrants to purchase any shares of Common Stock or any securities convertible
into or exchangeable or exercisable for or any other rights to purchase or
acquire Common Stock (collectively, "Securities"), without the prior written
consent of Westport Resources Investment Services, Inc. acting alone or of each
of the Representatives of the Underwriters acting jointly, (i) beginning on the
date of the prospectus and ending 365 days from the date of the final prospectus
related to the Offering (the "Lock-Up Period"), and (ii) after the Lock-Up
Period, only after the average of the bid and ask prices of the Company's Common
Stock, as such Common Stock is quoted on the Nasdaq Automated Quotation System,
exceeds 200% of the per share initial public offering price for twenty (20)
consecutive trading days, after adjustment for any stock splits, stock
combinations or other similar changes in the outstanding shares of Common Stock
of the Company (the "Threshold Share Price").
Notwithstanding the foregoing: (i) if the undersigned is a corporation or
partnership, it may distribute Securities on a pro rata basis to shareholders or
limited partners, respectively, so long as such transaction does not involve a
disposition for value; and (ii) if the undersigned is an individual, he or she
may transfer Securities either during his or her lifetime or, on death, by will
or intestacy, to his or her immediate family or to a trust the beneficiaries of
which are exclusively the undersigned and/or a member or members of his or her
immediate family; provided in each such case, however, that prior to any such
transfer, each donee, transferee or distributee shall execute an agreement,
satisfactory to Westport Resources Investment Services, Inc., pursuant to which
each donee, transferee or distributee shall agree to receive and hold such
Securities subject to the provisions hereof, and there shall be no further
transfer except in
Westport Resources Investment Services, Inc.
The New China Hong Kong Securities Ltd.
January 28, 1999
Page 2
accordance with the provisions hereof. For the purposes of this paragraph,
"immediate family" shall mean spouse, lineal descendant, father, mother, brother
or sister of the transferor.
The foregoing restriction on Dispositions is expressly agreed to preclude the
holder of the Securities from engaging in any hedging or other transaction which
is designed to or reasonably expected to lead to or result in a Disposition of
Securities during the Lock-Up Period or until the Threshold Share Price is
achieved even if such Securities would be disposed of by someone other than the
undersigned. Such prohibited hedging or other transactions would include,
without limitation, any short sale (whether or not against the box) or any
purchase, sale or grant of any right (including, without limitation, any put or
call option) with respect to any Securities or with respect to any security
(other than a broad-based market basket or index) that includes, relates to or
derives any significant part of its value from Securities.
The undersigned hereby waives any rights of the undersigned to sell shares of
Common Stock or any other security issued by the Company pursuant to the
Registration Statement, and acknowledges and agrees that, during the Lock-Up
Period and until the Threshold Share Price is achieved, the undersigned has no
right to require the Company to register under the Securities Act of 1933 such
Common Stock or other securities issued by the Company and beneficially owned by
the undersigned.
The undersigned understands that the agreements of the undersigned are
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns. The undersigned agrees and consents to
the entry of stop transfer instructions with the Company's transfer agent
against the transfer of Common Stock or other securities of the Company held by
the undersigned except in compliance with this agreement.
Very truly yours,
Dated:_________________________ _________________________________________
Signature
_________________________________________
Printed Name and Title
_________________________________________
Address
_________________________________________
_________________________________________
Westport Resources Investment Services, Inc.
The New China Hong Kong Securities Ltd.
January 28, 1999
Page 3
At the request of the Company, Westport Resources Investmet Services, Inc.
irrevocably waives its rights to release any shareholder from the attached
lock-up during the Lock-Up Period. Westport confirms that if the Common Stock
achieves the Threshold Share Price during the Lock-Up Period, such condition
will be deemed satisfied regardless of the price of the Common Stock after the
Lock-Up Period. Westport hereby irrevocably releases all shareholders from the
attached lock-up agreement effective the fifth anniversary of the effective
dateof the Registration Statement relating to the offering regardless of the
trading price of the Common Stock. At the request of Westport Resources
Investment Services, Inc. the Company acknowledges the foregoing lock-up
agreement and agrees that it will not allow any shares to be transferred of
record in contravention thereof.
Immtech International, Inc.
By:________________________
Westport Resources Investment Services, Inc.
By:________________________
