Exhibit 5
, 1996
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Xxxxxxx, Xxxxx & Co.,
Xxxxx & Company
Xxxxxx Brothers Inc.
As representatives of the
several Underwriters named in Schedule I to the
Underwriting Agreement referred to below
c/x Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned has been granted an option to purchase
shares of common stock of Applied Analytical Industries, Inc.
(the "Company"). The undersigned understands the Company intends
to file a registration statement on Form S-1 (the "Registration
Statement") with the Securities and Exchange Commission covering
the sale of shares (the "Shares") of the Company's Common Stock,
par value $.001 per share (the "Stock"), including shares subject
to over-allotment options, to the Underwriters (the
"Underwriters") to be named in Schedule I to the Underwriting
Agreement (the "Underwriting Agreement"), for whom Xxxxxxx, Xxxxx
& Co., Xxxxx & Company and Xxxxxx Brothers Inc. will acting as
representatives (the "Representatives"). The Underwriters
propose to offer such Shares to the public (the "Offering").
To induce the Underwriters to participate in the
Offering and to enter into the Underwriting Agreement, the
undersigned represents and warrants to, and agrees with, each of
the Underwriters and the Company that during the period beginning
on the date the Registration Statement becomes effective and
continuing to and including the date 180 days after the date of
the final prospectus with respect to the Offering filed by the
Company with the Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, the
undersigned will not offer, sell, contract to sell or otherwise
dispose of any securities of the Company that are substantially
similar to the Shares, including, but not limited to, any
securities that are convertible into or exchangeable for, or that
represent the right to receive, Stock or any such substantially
similar securities (other than the exercise of such option
pursuant to the terms thereof), without the prior written consent
of the Representatives.
This letter may be relied upon by the Company and the
Underwriters.
By:
..............................
Name:
.............................
