[FORM OF LOCK-UP AGREEMENT]
October __, 1996
Xxxxx Partners, Inc.
0000 XXX Xxxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxxx 00000
Re: Agreement and Representation Concerning
Accelr8 Technology Corporation
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Ladies and Gentlemen:
Reference is made to a proposed public offering (the "Offering") of
1,000,000 shares of no par value common stock (the "Common Stock") of Accelr8
Technology Corporation (the "Company"), pursuant to a Registration Statement on
Form SB-2 (the "Registration Statement") filed with the United States Securities
and Exchange Commission and certain states and to be underwritten by Xxxxx
Partners, Inc. (the "Representative"), as representative of the several
Underwriters.
In order to induce you to enter into an Underwriting Agreement with the
Company that relates to the Offering, the undersigned officer, director, or key
employee of the Company hereby agrees as follows:
1. I will not sell, pledge, hypothecate, or otherwise dispose of any shares
of Common Stock of the Company owned of record or beneficially by me as of the
date of effectiveness of the Registration Statement (collectively, my "Shares")
for a period of three (3) months from such date without the prior written
consent of the Representative.
2. I will place my Shares in an escrow account to be established by the
Company, at the Company's expense, with the Company's corporate counsel.
In addition, notwithstanding the foregoing, I may make private dispositions
or gifts of my Shares if such securities constitute "restricted securities,"
within the meaning of Rule 144 under the Securities Act of 1933, in the hands of
the acquiring persons and if the acquiring persons agree in writing to be bound
by the provisions of this Agreement.
This Agreement shall not be revoked or withdrawn by me, except that this
Agreement shall lapse if Xxxxx Partners, Inc. withdraws from or does not
complete the Offering.
Very truly yours,
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Signature
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Print Name
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Address
