EXHIBIT 4.5
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NATIONAL SECURITIES CORPORATION
As Representative of the several Underwriters
0000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
In order to induce National Securities Corporation, the representative
of the several underwriters (the "Representative") and DepoMed, Inc. (together
with its predecessors, successors and assigns, the "Company") to enter into an
underwriting agreement with respect to the public offering of 2,500,000 shares
of Common Stock and 1,250,000 Common Stock Purchase Warrants, the undersigned
hereby agrees that for a period of twelve (12) months following the effective
date of the Company's Registration Statement on Form SB-2 (the "Lock-up
Period"), he, she or it will not, without the prior written consent of the
Representative, directly or indirectly, issue, offer, agree or offer to sell,
sell, grant an option for the purchase or sale of, transfer, pledge, assign,
hypothecate, distribute or otherwise encumber or dispose of any shares of Common
Stock or options, rights, warrants or other securities convertible into,
exchangeable or exercisable for or evidencing any right to purchase or subscribe
for shares of Common Stock (whether or not beneficially owned by the
undersigned), or any beneficial interest therein (collectively, the
"Securities").
In order to enable the aforesaid covenants to be enforced, the
undersigned hereby consents to the placing of legends and/or stop-transfer
orders with the Transfer Agent of the Company's securities with respect to any
of the Securities registered in the name of the undersigned or beneficially
owned by the undersigned.
Dated: __________________, 1997
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Signature
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Print Name
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Print Address
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Print Social Security Number
or Taxpayer I.D. Number
2
