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EXHIBIT 10.18
FAX TO: (000) 000-0000, ATTENTION XXXXXXX X. XXXXXX
AND MAIL ORIGINAL IN ENCLOSED ENVELOPE
August ___, 1997
c/o Capital West Securities, Inc.
16th Floor, One Leadership Square
000 X. Xxxxxxxx
Xxxxxxxx Xxxx, XX 00000
Dear Sirs:
The undersigned holder of Series A Convertible Preferred Stock
("Series A Preferred") of ZymeTx, Inc., a Delaware corporation (the "Company"),
understands that Capital West Securities, Inc. (the "Underwriter") proposes to
enter into an Underwriting Agreement (the "Underwriting Agreement") with the
Company, providing for the initial public offering (the "Initial Public
Offering") by the Underwriter (and other underwriters or co-underwriters) of
shares of common stock, $.001 par value (the "Common Stock") of the Company. In
addition, the undersigned is an "Investor" under the terms of that certain
Registration Rights Agreement (the "Registration Agreement") dated July 29,
1996, by and among the Company and the Investors named therein.
To induce the Underwriter to continue in its efforts in connection
with the Initial Public Offering, the undersigned xxxxxx agrees as follows:
1. I agree to and acknowledge the imposition of a 13-month
lock-up from the closing of the Company's Initial Public Offering (the "Lock-Up
Period") for all shares of Common Stock issuable to me upon conversion of the
Series A Preferred beneficially owned by me and, in connection therewith, I
agree that I will not offer, sell or otherwise dispose of such shares without
the prior written consent of the Underwriter.
2. I further agree to the waiver of the registration rights under
Section 2 of the Registration Agreement for the duration of the Lock-up Period.
I acknowledge that whether the Initial Public Offering occurs depends
on a number of factors, including market conditions. The Initial Public
Offering will only be made pursuant to an Underwriting Agreement, the terms of
which are subject to determination through negotiation between the Company and
the Underwriter. The terms of this letter shall expire in the event the Initial
Public Offering is not consummated on or before December 31, 1997.
Very truly yours,
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Signature
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Name (print)
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Title (print)
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_________________________, 1997
Capital West Securities, Inc.
Millennium Financial Group, Inc.
ComVest Partners, Inc.
c/o Capital West Securities, Inc.
000 Xxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxxx Xxxx, XX 00000
ZymeTx, Inc.
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Re: ZymeTx, Inc.
Registration Statement on Form SB-2
Registration No. 333-33563
Ladies and Gentlemen:
The undersigned has been advised that ZymeTx, Inc., a Delaware
corporation (the "Company"), is contemplating an underwritten public offering
(the "Offering") of 2,300,000 shares of its common stock, $.001 par value per
share (the "Common Stock"), pursuant to an Underwriting Agreement (the
"Underwriting Agreement"), to be entered into with Capital West Securities,
Inc., Millennium Financial Group, Inc. and ComVest Partners, Inc. (the
"Underwriters") in connection with the Offering. Capitalized terms used herein
and not defined herein shall have the meaning ascribed to such terms in the
Underwriting Agreement.
In order to induce the Underwriters to enter into an
Underwriting Agreement with the Company the undersigned, intending to be
legally bound, hereby agrees that the undersigned and any entities through
which the undersigned owns any shares of Preferred or Common Stock of the
Company will not, directly or indirectly, sell, offer, pledge, offer to sell,
contract to sell, grant any option to purchase or otherwise transfer or dispose
of (or announce any offer, sale, pledge, offer of sale, contract of sale, grant
of an option to purchase or other transfer or disposition), any shares of
Preferred or Common Stock or any securities convertible into, exercisable or
exchangeable for, shares of Preferred or Common Stock for a period of 24 months
from the date of the Underwriting Agreement.
The undersigned acknowledges that any sale, hypothecation or
transfer of any securities of the Company in violation of this letter will be
null and void. The undersigned acknowledges that it is impossible to measure
the damages that will accrue to the Company by reason of a failure of the
undersigned to comply with the
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provisions of this letter. Therefore, if the Company shall institute any
action or proceeding to enforce the provisions hereof, the undersigned agrees
that the Company shall be entitled to injunctive relief, and the undersigned
waives, and shall not allege, any claim or defense to such action or
proceeding, including, without limitation, any claim or defense that the
undersigned has an adequate remedy at law.
Notwithstanding the foregoing, if the undersigned is an
individual, the undersigned may transfer any securities of the Company either
during the undersigned's lifetime or upon death by will or intestacy to
immediate family or to a trust the beneficiaries of which are exclusively the
undersigned and/or a member or members of the undersigned's immediate family;
provided, however, that in any such case it shall be a condition to the
transfer that the transferee execute an agreement stating that the transferee
is receiving and holding the securities subject to the provisions of this
letter, and there shall be no further transfer of such securities except in
accordance with this letter. For purposes of this paragraph, "immediate
family" shall mean spouse, former spouse, lineal descendant, father, mother,
brother or sister of the undersigned.
Very truly yours,
By:
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(Print or Type Name)
