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Exhibit 4
LOCK-UP AGREEMENT
Saratoga Resources, Inc.
000 Xxxxxxxx Xxxxxx -- Xxxxx 0000
Xxxxxx, Xxxxx 00000
Re: Agreement and Plan of Merger (the "Merger Agreement")
dated as of April 12, 1999 among Saratoga Resources, Inc.
(the "Company"), OptiCare Shellco Merger Corporation,
PrimeVision Shellco Merger Corporation, OptiCare Eye
Health Centers, Inc. and PrimeVision Health, Inc.
(collectively, the "Parties")
Ladies and Gentlemen:
1. The undersigned understands that the Parties have entered into the Merger
Agreement pursuant to which each of PrimeVision Health, Inc., a Delaware
corporation ("Prime"), and OptiCare Eye Health Centers, Inc., a Connecticut
corporation ("OptiCare") will merge with wholly owned subsidiaries of the
Company (the "Transaction"). The undersigned further understands that, in
connection with the Transaction, the Company has filed a registration statement
on Form S-4 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") for the registration of shares of common stock of
the Company ("Common Stock") to be issued in the Transaction to the holders of
securities of OptiCare and Prime (the "Offering").
2. In order to induce the Parties to proceed with each of the Transaction
and the Offering, the undersigned agrees, for the benefit of the Parties, that
should the Offering and the Transaction be effected, the undersigned will not,
without your prior written consent, directly or indirectly, offer, offer to
sell, sell, loan, pledge, grant any rights, contract to sell or grant any option
to purchase or otherwise dispose or transfer (collectively, "Dispose," or a
"Disposition") (i) any shares of Common Stock or other equity securities of the
Company ("Other Securities"), or (ii) any other securities convertible into, or
exchangeable or exercisable for, shares of Common Stock or Other Securities,
owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934, as amended) by the undersigned upon consummation of the Transaction or
otherwise hereafter acquired, for a period commencing on the date hereof and
ending 180 days subsequent to the Closing Date (as defined in the Merger
Agreement) of the Transaction (the "Lock-up Period").
3. The foregoing restrictions are expressly intended to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or is reasonably expected to lead to or result in a Disposition of Common
Stock or Other Securities during the Lock-up Period even if such securities
would be Disposed of by someone other than the undersigned. Such
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prohibited hedging or other transactions 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 that include, relate to or derive any significant part of their value
from the Common Stock or Other Securities.
4. The undersigned hereby agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent against the transfer of the
Common Stock or Other Securities held by the undersigned except those
transferred in compliance with this agreement.
5. In the event that the Closing Date shall not occur on or before November
30, 1999, this Lock-up Agreement shall be of no further force or effect.
6. Notwithstanding the foregoing:
(i) if the undersigned is an individual, he or she may transfer any shares
of Common Stock or Other Securities or any securities convertible into
or exchangeable or exercisable for shares of Common Stock or Other
Securities, either during his or her lifetime or on death by will or
intestacy to his or her immediate family, or
(ii) if the undersigned is an entity, it may transfer any shares of Common
Stock or Other Securities or any securities convertible into or
exchangeable or exercisable for shares of Common Stock or Other
Securities, to the limited partners, shareholders, members or other
equity owners of such entity;
provided, however, that prior to any transfer each transferee shall execute an
agreement reasonably satisfactory to the Company pursuant to which each
transferee shall agree to receive and hold such securities of the Company
subject to the provisions hereof, and there shall be no further transfer except
in 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.
7. The undersigned confirms that he, she or it understands that the Parties
will rely upon the representations set forth in this agreement in proceeding
with each of the Transaction and the Offering. This agreement shall be binding
on the undersigned and his, her or its respective successors, heirs, personal
representatives and assigns.
Very truly yours,
Date: NAZEM OPTICARE PARTNERS, LP
By: XXXX XXXXX LLC
Its General Partner
By: /s/ Xxxx X. Xxxxx
Title: Managing Member
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LOCK-UP AGREEMENT
Saratoga Resources, Inc.
000 Xxxxxxxx Xxxxxx -- Xxxxx 0000
Xxxxxx, Xxxxx 00000
Re: Agreement and Plan of Merger (the "Merger Agreement")
dated as of April 12, 1999 among Saratoga Resources, Inc.
(the "Company"), OptiCare Shellco Merger Corporation,
PrimeVision Shellco Merger Corporation, OptiCare Eye
Health Centers, Inc. and PrimeVision Health, Inc.
(collectively, the "Parties")
Ladies and Gentlemen:
1. The undersigned understands that the Parties have entered into the Merger
Agreement pursuant to which each of PrimeVision Health, Inc., a Delaware
corporation ("Prime"), and OptiCare Eye Health Centers, Inc., a Connecticut
corporation ("OptiCare") will merge with wholly owned subsidiaries of the
Company (the "Transaction"). The undersigned further understands that, in
connection with the Transaction, the Company has filed a registration statement
on Form S-4 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") for the registration of shares of common stock of
the Company ("Common Stock") to be issued in the Transaction to the holders of
securities of OptiCare and Prime (the "Offering").
2. In order to induce the Parties to proceed with each of the Transaction
and the Offering, the undersigned agrees, for the benefit of the Parties, that
should the Offering and the Transaction be effected, the undersigned will not,
without your prior written consent, directly or indirectly, offer, offer to
sell, sell, loan, pledge, grant any rights, contract to sell or grant any option
to purchase or otherwise dispose or transfer (collectively, "Dispose," or a
"Disposition") (i) any shares of Common Stock or other equity securities of the
Company ("Other Securities"), or (ii) any other securities convertible into, or
exchangeable or exercisable for, shares of Common Stock or Other Securities,
owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934, as amended) by the undersigned upon consummation of the Transaction or
otherwise hereafter acquired, for a period commencing on the date hereof and
ending 180 days subsequent to the Closing Date (as defined in the Merger
Agreement) of the Transaction (the "Lock-up Period").
3. The foregoing restrictions are expressly intended to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or is reasonably expected to lead to or result in a Disposition of Common
Stock or Other Securities during the Lock-up Period even if such securities
would be Disposed of by someone other than the undersigned. Such
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prohibited hedging or other transactions 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 that include, relate to or derive any significant part of their value
from the Common Stock or Other Securities.
4. The undersigned hereby agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent against the transfer of the
Common Stock or Other Securities held by the undersigned except those
transferred in compliance with this agreement.
5. In the event that the Closing Date shall not occur on or before November
30, 1999, this Lock-up Agreement shall be of no further force or effect.
6. Notwithstanding the foregoing:
(i) if the undersigned is an individual, he or she may transfer any shares
of Common Stock or Other Securities or any securities convertible into
or exchangeable or exercisable for shares of Common Stock or Other
Securities, either during his or her lifetime or on death by will or
intestacy to his or her immediate family, or
(ii) if the undersigned is an entity, it may transfer any shares of Common
Stock or Other Securities or any securities convertible into or
exchangeable or exercisable for shares of Common Stock or Other
Securities, to the limited partners, shareholders, members or other
equity owners of such entity;
provided, however, that prior to any transfer each transferee shall execute an
agreement reasonably satisfactory to the Company pursuant to which each
transferee shall agree to receive and hold such securities of the Company
subject to the provisions hereof, and there shall be no further transfer except
in 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.
7. The undersigned confirms that he, she or it understands that the Parties
will rely upon the representations set forth in this agreement in proceeding
with each of the Transaction and the Offering. This agreement shall be binding
on the undersigned and his, her or its respective successors, heirs, personal
representatives and assigns.
Very truly yours,
Date: /s/ Xxxx Xxxxx
