EXHIBIT 2
December 30, 1996
EnSys Environmental Products, Inc.
0000 Xxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Dear Ladies and Gentlemen:
In consideration of the benefit to the stockholders of Strategic
Diagnostics Inc. ("Company") of the merger of the Company with and into EnSys
Environmental Products, Inc. ("EnSys"), pursuant to the Agreement and Plan of
Merger between the Company and EnSys dated as of October 11, 1996, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the undersigned hereby agrees that, without the prior written
consent of EnSys, he or she will not sell, contract to sell, or otherwise
dispose of for value, any of the EnSys Preferred Stock, Common Stock or any
security exchangeable or exercisable for or convertible into EnSys Common
Stock, beneficially owned by the undersigned until the date which is six (6)
months from the date hereof; provided that the undersigned may pledge or
cause to be pledged any or all of such shares or other securities in bona
fide loan transactions with established financial lending institutions.
EDISON VENTURE FUND II, L.P.
By: EDISON PARTNERS II, L.P.,
General Partner
By: Xxxxxxx X. Xxxxxxx,
a General Partner
/s/ Xxxxxxx X. Xxxxxxx
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December 30, 1996
EnSys Environmental Products, Inc.
0000 Xxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Dear Ladies and Gentlemen:
In consideration of the benefit to the stockholders of Strategic
Diagnostics Inc. ("Company") of the merger of the Company with and into EnSys
Environmental Products, Inc. ("EnSys"), pursuant to the Agreement and Plan of
Merger between the Company and EnSys dated as of October 11, 1996, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the undersigned hereby agrees that, without the prior written
consent of EnSys, he or she will not sell, contract to sell, or otherwise
dispose of for value, any of the EnSys Preferred Stock, Common Stock or any
security exchangeable or exercisable for or convertible into EnSys Common
Stock, beneficially owned by the undersigned until the date which is six (6)
months from the date hereof; provided that the undersigned may pledge or
cause to be pledged any or all of such shares or other securities in bona
fide loan transactions with established financial lending institutions.
EDISON VENTURE FUND II-PA, L.P.
By: EDISON PARTNERS II, L.P.
General Partner
By: Xxxxxxx X. Xxxxxxx,
a General Partner
/s/ Xxxxxxx X. Xxxxxxx
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