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 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: August 9, 1999 /s/ Xxx X. Xxxxxxxxxx Ass't Secretary
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(Signature and title or Capacity, if any)
OXFORD HEALTH PLANS, INC.
------------------------------------------
(Print Name of Stockholder
Xxx X. Xxxxxxxxxx, Ass't Secretary
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(Print Name and Title or Capacity of
Signatory, if Stockholder is a Corporation
or Other Entity)
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