IMMTECH INTERNATIONAL, INC.
LOCK-UP AGREEMENT
April 23, 1999
Westport Resources Investment Services, Inc.
The New China Hong Kong Securities Ltd.
As Representatives of the Several Underwriters
c/o Westport Resources Investment Services, Inc.
000 Xxxx Xxxx Xxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxxxxxxx 00000
Re: 5% Stockholders and Employee Option Holders
Ladies and Gentlemen:
The undersigned is currently a securityholder of Immtech International, Inc.
(the "Company") and wishes to facilitate the public offering (the "Offering") of
Common Stock of the Company ("Common Stock") pursuant to a Registration
Statement (the "Registration Statement") to be declared effective by the
Securities and Exchange Commission (the "Commission").
In consideration of the foregoing, in order to induce you to act as underwriters
in the Offering, and for other good and valuable consideration, receipt of which
is hereby acknowledged, the undersigned hereby irrevocably agrees that it will
not, directly or indirectly, sell, offer, contract to sell, transfer the
economic risk of ownership in, make any short sale, pledge, loan or otherwise
dispose of (each, a "Disposition") any shares of Common Stock or any options or
warrants to purchase any shares of Common Stock or any securities convertible
into or exchangeable or exercisable for or any other rights to purchase or
acquire Common Stock (collectively, "Securities"), without the prior written
consent of Westport Resources Investment Services, Inc. acting alone or of each
of the Representatives of the Underwriters acting jointly, (i) beginning on the
date of the prospectus and ending twenty-four (24) months from the date of the
final prospectus related to the Offering (the "Lock-Up Period"), and (ii) after
the Lock-Up Period, only after the average of the bid and ask prices of the
Company's Common Stock, as such Common Stock is quoted on the Nasdaq Automated
Quotation System, exceeds 200% of the per share initial public offering price
for twenty (20) consecutive trading days (occurring during or after the Lock-Up
Period), after adjustment for any stock splits, stock combinations or other
similar changes in the outstanding shares of Common Stock of the Company (the
"Threshold Share Price").
Notwithstanding the foregoing: (i) if the undersigned is a corporation or
partnership, it may distribute Securities on a pro rata basis to shareholders or
limited partners, respectively, so long as such transaction does not involve a
disposition for value; and (ii) if the
Westport Resources Investment Services, Inc.
The New China Hong Kong Securities Ltd.
April 23, 1999
undersigned is an individual, he or she may transfer Securities either during
his or her lifetime or, on death, by will or intestacy, to his or her immediate
family or to a trust the beneficiaries of which are exclusively the undersigned
and/or a member or members of his or her immediate family; provided in each such
case, however, that prior to any such transfer, each donee, transferee or
distributee shall execute an agreement, satisfactory to Westport Resources
Investment Services, Inc., pursuant to which each donee, transferee or
distributee shall agree to receive and hold such Securities subject to the
provisions hereof, and there shall be no further transfer except in accordance
with the provisions hereof. For the purposes of this paragraph, "immediate
family" shall mean spouse, lineal descendant, father, mother, brother or sister
of the transferor.
The foregoing restriction on Dispositions is expressly agreed to preclude the
holder of the Securities from engaging in any hedging or other transaction which
is designed to or reasonably expected to lead to or result in a Disposition of
Securities during the Lock-Up Period or until the Threshold Share Price is
achieved even if such Securities would be disposed of by someone other than the
undersigned. Such prohibited hedging or other transactions would include,
without limitation, any short sale (whether or not against the box) or any
purchase, sale or grant of any right (including, without limitation, any put or
call option) with respect to any Securities or with respect to any security
(other than a broad-based market basket or index) that includes, relates to or
derives any significant part of its value from Securities.
The undersigned hereby waives any rights of the undersigned to sell shares of
Common Stock or any other security issued by the Company pursuant to the
Registration Statement, and acknowledges and agrees that, during the Lock-Up
Period and until the Threshold Share Price is achieved, the undersigned has no
right to require the Company to register under the Securities Act of 1933 such
Common Stock or other securities issued by the Company and beneficially owned by
the undersigned.
The undersigned understands that the agreements of the undersigned are
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns. The undersigned agrees and consents to
the entry of stop transfer instructions with the Company's transfer agent
against the transfer of Common Stock or other securities
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Westport Resources Investment Services, Inc.
The New China Hong Kong Securities Ltd.
April 23, 1999
of the Company held by the undersigned except in compliance with this agreement.
Very truly yours,
RADE MANAGEMENT CORPORATION
Dated: April 30, 1999 By: /s/ Xxxxx Xx
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Signature
Xxxxx Xx, Director
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Printed Name and Title
Address
_________________________________________
_________________________________________
At the request of the Company, Westport Resources Investment Services, Inc.
irrevocably waives its rights to release any shareholder from the attached
lock-up during the Lock-Up Period. Westport confirms that if the Common Stock
achieves the Threshold Share Price during the Lock-Up Period, such condition
will be deemed satisfied regardless of the price of the Common Stock after the
Lock-Up Period. Westport hereby irrevocably releases all shareholders from the
attached Lock-Up Agreement effective the fifth anniversary of the effective date
of the Registration Statement relating to the offering regardless of the trading
price of the Common Stock. At the request of Westport Resources Investment
Services, Inc. the Company acknowledges the foregoing Lock-Up Agreement and
agrees that it will not allow any shares to be transferred of record in
contravention thereof.
Immtech International, Inc.
By: /s/ T. Xxxxxxx Xxxxxxxx
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Westport Resources Investment Services, Inc.
By: /s/ Xxxx X. Xxxx V.P.
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