EXHIBIT 4.1
Fusion Medical Technologies, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ING Baring ▇▇▇▇▇▇ ▇▇▇▇ LLC
▇▇ ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇, ▇▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
The undersigned understands that ING Baring ▇▇▇▇▇▇ ▇▇▇▇ LLC (the "Placement
Agent") proposes to enter into a Placement Agency Agreement (the "Placement
Agency Agreement") with Fusion Medical Technologies, Inc. (the "Company"),
providing for the directed public offering of common stock of the Company (the
"Public Offering").
In consideration of the Placement Agency Agreement and the undertaking of
the Public Offering by the Placement Agent and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the undersigned
agrees that, without the prior written consent of ING Baring ▇▇▇▇▇▇ ▇▇▇▇ LLC,
the undersigned will not, for the period beginning on the date hereof and ending
ninety (90) days after the consummation of the Public Offering (the "Lock-up
Period"), directly or indirectly offer, sell, solicit an offer to buy, make any
short sale, pledge, grant any option to purchase, contract to sell, or otherwise
dispose of or transfer (collectively, a "Disposition") any shares of common
stock of the Company ("Common Stock") (including, without limitation, shares of
Common Stock which may be deemed to be beneficially owned by the undersigned in
accordance with the rules and regulations of the Securities and Exchange
Commission) or any securities convertible into or exercisable or exchangeable
for, or any rights to purchase or acquire, shares of Common Stock now owned or
hereafter acquired directly by the undersigned or with respect to which the
undersigned has or hereafter acquires the power of Disposition (collectively,
"Securities"), otherwise than (i) as a bona fide gift or gifts, provided the
donee or donees thereof agree in writing to be bound by this restriction or (ii)
as a distribution to partners or stockholders of the undersigned, provided that
the distributees thereof agree in writing to be bound by the terms of this
restriction.
The undersigned acknowledges that the foregoing restrictions preclude the
undersigned 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, including, without limitation, any transfer of all or
a portion of the economic consequences associated with the ownership of
Securities, even if the Disposition of such Securities would be made by someone
other than the undersigned. Such prohibited hedging or other transactions
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.
In addition, the undersigned agrees that the Company may, with respect to
any Securities for which the undersigned is the record or beneficial holder,
cause the transfer agent for the Company to note stop transfer instructions with
respect to such shares on the transfer books and records of the Company.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this letter agreement, and that, upon
request, the undersigned will execute any additional documents necessary or
desirable in connection with the enforcement hereof. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of the
undersigned and all obligations of the undersigned created hereunder shall be
irrevocable and binding upon the heirs, personal representatives, successors,
and assigns of the undersigned.
Very truly yours,
________________________________________
Dated:__________________ Name of Holder
________________________________________
Signature
________________________________________
Dated:__________________ Name of Joint Holder
________________________________________
Signature
