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EXHIBIT 10.20
LOCK-UP AGREEMENT
FOR SHAREHOLDERS
This Lock-Up Agreement ("Agreement") is effective as of _____________,
1997 by and between Simulations Plus, Inc., a California corporation (the
"Company"), __________ a shareholder of the Company (the "Shareholder"), and
Xxxxxxx & Co., Inc., (the "Underwriter"). The parties hereto agree as follows:
1. Lock Up. The Company is currently in the process of preparing a
registration statement on Form SB-2 (the "Registration Statement") which will
register shares of the Company's common stock (the "Shares") to be sold by the
Underwriter on a "firm commitment" basis. In order to induce the Underwriter to
undertake the firm commitment public offering of the Company's Shares the
Shareholder agrees that it will not, without the Underwriter's prior written
consent, offer, sell, pledge, contract to sell, grant any option for the sale
of, or otherwise dispose of, directly or indirectly, any shares of the
Company's common stock or any security or other instrument which by its terms is
convertible into, exercisable for, or exchangeable for shares of the Company's
common stock beginning on the date hereof and ending twelve (12) months after
the effective date of the Registration Statement.
2. Successors. The provisions of this Agreement shall be deemed to
obligate, extend to and inure to the benefit of the successors, assigns,
transferees, grantees, and indemnitees of each of the parties to this Agreement.
3. Attorneys Fees. In the event of a dispute between the parties
concerning the enforcement or interpretation of this Agreement, the prevailing
party in such dispute, whether by legal proceedings or otherwise, shall be
reimbursed immediately for the reasonably incurred attorneys' fees and other
costs and expenses by the other parties to the dispute.
4. Choice of Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California without
reference to its choice of law rules.
5. Arbitration. Any dispute or claim arising to or in any way
related to this Agreement shall be settled by arbitration in San Diego,
California. All arbitration shall be conducted in accordance with the rules
and regulations of the American Arbitration Association ("AAA"). AAA shall
designate an arbitrator from an approved list of arbitrators following both
parties' review and deletion of those arbitrators on the approved list having a
conflict of interest with either party. Each party shall pay its own expenses
associated with such arbitration (except as set forth in Section 3 above). A
demand for arbitration shall be made within a reasonable time after the claim,
dispute or other matter has arisen and in no event shall such demand be made
after the date when institution of legal or equitable proceedings based on such
claim, dispute or other matter in question would be barred by the applicable
statutes of limitations. The decision of the arbitrators shall be rendered
within 60 days of submission of any claim or dispute, shall be in writing and
mailed to all the parties included in the arbitration. The decision of the
arbitrator shall
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be binding upon the parties and judgment in accordance with that decision may
be entered in any court having jurisdiction thereof.
6. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which,
taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth next to his or its signature.
SIMULATIONS PLUS, INC.
By: ______________________________
Its: ______________________________
SHAREHOLDER
__________________________________
XXXXXXX & CO.
By: ______________________________
Its: ______________________________
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