FIRST MONTAUK SECURITIES CORP.
Attn: Xxxxxx Xxxxxxxxxx, Esquire
000 Xxxxxx Xxxxxxx Xxxx
Xxx Xxxx, XX 00000
Re: Agreement Not to Sell
Ladies and Gentlemen:
Reference is made to the proposed initial public offering of shares of
Common Stock of PacificHealth Laboratories, Inc. (the "Company") to be made
pursuant to a Registration Statement (the "Registration Statement") filed with
the Securities and Exchange Commission on September 25, 1997, which offering is
being underwritten by First Montauk Securities Corp. (the "Underwriter").
Intending to be legally bound hereby, the undersigned agrees that,
without the express prior written consent of the Underwriter, he or she will not
offer, sell, make any short sale of, loan, encumber, grant any option for the
purchase of, or otherwise dispose of (the "Resale Restrictions") any shares of
common stock of the Company beneficially owned or otherwise held by the
undersigned as of the date of this letter or hereafter acquired from the Company
by the undersigned (collectively, the "Shares") for a period of one year after
the effective date of the Registration Statement (the "Lock-up Period"). The
Resale Restrictions are intended and agreed to preclude the undersigned from
engaging in any hedging or other transaction which may lead to or result in a
sale of Shares during the Lock-up Period even if such Shares would be sold 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), any pledge or any purchase, sale or grant of any right
(including without limitation any put or call option) with respect to any of the
Shares.
The undersigned agrees and consents to the entry of stop transfer
instructions with the transfer agent for the Company's Common Stock against any
transfer of shares of Common Stock by the undersigned in contravention of the
Resale Restrictions. The undersigned understands that the Underwriter and the
Company will rely upon the representations set forth in this letter in
proceeding with the public offering, and that the agreements of the undersigned
set forth herein are irrevocable and shall be binding upon the undersigned's
heirs, legal representatives, successors and assigns.
Notwithstanding the foregoing, the undersigned may transfer any or all
of the Shares 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, however, that in any such case it shall be a condition to any
such transfer that the transferee execute an agreement stating that the
transferee is receiving and holding the Shares subject to the provisions of this
Lock-up Agreement, and that no further transfer of such Shares shall be made
except in accordance with this Lock-up Agreement. For purposes of this
paragraph, "immediate family" shall mean spouse, lineal descendant, father,
mother, brother or sister of the transferor.
Very truly yours,
By:
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Signature(s)
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Printed name(s) of person(s) signing
Accepted and Agreed to:
FIRST MONTAUK SECURITIES CORP.
By:
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Title:
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