ANNEX A
Form of Lock-Up
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Xxxxxxxx X. Xxxxxx, President/CEO
Xxxxxxx Xxxxxxx & Associates
Corporate Headquarters
0000 X.X. 0xx Xxx, Xxxxx 000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Xxxxxx X. Xxxxxxxxx, Director, Investment Banking
Nutmeg Securities, Ltd.
000 Xxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Gentlemen:
Reference is made to the Underwriting Agreement, dated August ___, 1999
(the "Underwriting Agreement"), between Bio-Aqua Systems, Inc., a Florida
corporation (the "Company"), and Xxxxxxx Xxxxxxx & Associates and Nutmeg
Securities, Ltd. (the "Underwriter"). Capitalized terms used herein and not
defined herein shall have the same meanings ascribed to them in the Underwriting
Agreement.
1. In consideration of the Underwriting Agreement, the undersigned
hereby agrees not to, without the prior written consent of the Underwriter and
except as set forth in Section 2, offer, sell or otherwise dispose of any shares
of the Company's common stock, par value $.0001 per share (the "Common Stock"),
or any securities convertible into or exercisable or exchangeable for, or any
right to purchase or acquire Common Stock ("Warrants") owned by the Undersigned
for a period of twelve (12) months after the date of the Underwriting Agreement.
2. The restrictions set forth in Section 1 shall not apply to private
sales or transfers of Common Stock or Warrants to purchasers or transferees who
agree in writing to be bound by the terms set forth herein.
3. The undersigned hereby waives the registration rights to which the
undersigned may be entitled to until the expiration of such twelve (12) month
period.
Date: August ___, 1999
Very truly yours,
By: ____________________
Name
