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EXHIBIT 10.21
January 14, 1997
Xxxxxx & Xxxxxxx, Inc.
Xxxxxxxxxx Xxxx Incorporated
As Representatives of the Several
Underwriters
Two World Financial Center - Tower B
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
In order to induce Xxxxxx & Xxxxxxx, Inc. ("Xxxxxx"), Cruttenden Xxxx
Incorporated and the several underwriters (the "Underwriters") to enter into an
underwriting agreement with respect to the public offering (the "Offering") of
approximately 2,000,000 shares (the "Shares") of the common stock, par value
$.001 per share (the "Common Stock"), issued by InfoCure Corporation (the
"Company"), the undersigned, as the beneficial owner of securities which will
be converted into Common Stock of the Company, agrees as herein set forth.
The undersigned agrees for the benefit of the Company and the
Underwriters that, for a period of 180 days (the "Lock-Up Period") subsequent
to the date that the Securities and Exchange Commission (the "Commission")
declares effective the Registration Statement (the "Registration Statement") on
Form SB-2 filed with the Commission for the registration of the Shares under
the Securities Act of 1933 (the "Act"), the undersigned will not, without the
prior written consent of Xxxxxx, on behalf of the Underwriters, offer, pledge,
sell, transfer, assign, contract to sell, grant any option for the sale of,
sell or otherwise dispose of, directly or indirectly, either pursuant to Rule
144 under the Act or otherwise, any shares of the Common Stock of the Company
or any security or other instrument which by its terms is convertible into,
exercisable for or exchangeable for shares of Common Stock, beneficially owned
by the undersigned (within the meaning of Rule 13d-3 under the Securities
Exchange
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Xxxxxx & Xxxxxxx, Inc.
January 14, 1997
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Act of 1934 (the "Exchange Act") except with respect to Shares being sold in
connection with the Offering or their being a beneficial owner of such Shares.
Gifts of the Common
Stock will be permitted provided that the recipient of such gift agrees in
writing as a condition precedent to such gift to be bound by the term thereof.
The undersigned agrees for the benefit of the Company and the
Underwriters that, prior to the effective date of the Registration Statement,
the undersigned will not, without the prior written consent of Xxxxxx, on
behalf of the Underwriters, offer, pledge, sell, transfer, assign, contract to
sell, grant any option for the sale of, or otherwise dispose of, directly or
indirectly, either pursuant to Rule 144 of the regulations under the Act, or
otherwise, any shares of the Common Stock of the Company, or any security or
other instrument which by its terms is convertible into, exercisable for, or
exchangeable for shares of Common Stock, beneficially owned by the undersigned
(within the meaning of Rule 13d-3 under the Exchange Act)) on the date hereof
or hereafter acquired without first requiring any such offering or acquiring
parties to execute and deliver to you an agreement in substantially the form of
this agreement.
Further, the undersigned agrees for the benefit of the Company and the
Underwriters that, for a period of two years subsequent to the date that the
Commission declares effective the Registration Statement, the undersigned will
not publicly offer or sell any shares of Common Stock of the Company
beneficially owned by the undersigned and acquired by the undersigned in a
transaction pursuant to Rule 145(a), as promulgated under the Act, except in
accordance with the volume limitations set forth in Rule 144(e), as promulgated
under the Act, regardless of whether the undersigned is deemed to be an
affiliate within the meaning of Rule 145(c), as promulgated under the Act.
Notwithstanding the foregoing, the undersigned may offer, pledge, sell,
transfer, assign, contract to sell, or otherwise dispose of such shares of
Common Stock in one or more transactions not involving a public offering or
sale provided that the pledgee, purchaser, assignee, or other transferee of
such shares agrees, as a condition precedent to such transfer, in a writing
addressed to Xxxxxx, and in substantially the form hereof, to the limitations
applicable to public offers and sales of such shares set forth in this
paragraph.
In order to enable you to enforce the aforesaid covenants, the
undersigned hereby consents to the placing of restrictive legends upon, and
stop-transfer orders with the transfer agent of the Company's securities with
respect to, any shares of Common Stock registered in the undersigned name or
beneficially owned by the undersigned.
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Xxxxxx & Xxxxxxx, Inc.
January 14, 1997
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The Company agrees to instruct the transfer agent to place such
legends and stop transfer orders and not to authorize the transfer agent to
transfer any shares without the consent of Xxxxxx, on behalf of the
Underwriters as set forth herein.
The undersigned understands that the Company and the Underwriters will
rely upon this letter if they proceed with the Offering.
The provisions of this agreement shall be binding upon the undersigned
and the successors, assigns, heirs, and personal representatives of the
undersigned.
Very truly yours,
________________________________________
(Signature)
________________________________________
(Print Name of Stockholder)
________________________________________
(Print Name of Signatory)
________________________________________
(Print Title of Signatory, if
necessary)
Dated: _______________________________
