Exhibit C
---------
ALLIED HEALTHCARE INTERNATIONAL INC.
Offering of Common Stock
------------------------
July 1, 2004
FRIEDMAN, BILLINGS, ▇▇▇▇▇▇ & CO., INC.
as Representative of the several Underwriters
c/o Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement"), between Allied Healthcare
International Inc., a New York corporation (the "Company"), and you as
representative of a group of Underwriters named therein, relating to an
underwritten public offering of Common Stock, $0.01 par value (the "Common
Stock"), of the Company.
In order to induce you and the other Underwriters to enter into the
Underwriting Agreement, the undersigned will not, without the prior written
consent of Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc., offer, sell, contract to
sell, assign, transfer, pledge or otherwise dispose of, (or enter into any
transaction which is designed to, or might reasonably be expected to, result in
the disposition (whether by actual disposition or effective economic disposition
due to cash settlement or otherwise) by the undersigned or any affiliate of the
undersigned or any person in privity with the undersigned or any affiliate of
the undersigned), directly or indirectly, including the filing (or participation
in the filing) of a registration statement with the Securities and Exchange
Commission in respect of, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section
16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder
with respect to, any shares of capital stock of the Company or any securities
convertible into, or exercisable or exchangeable for such capital stock, or
publicly announce an intention to effect any such transaction, for a period of
90 days following the date of the Company's final Prospectus, other than shares
of Common Stock purchased by the Underwriters pursuant to the Underwriting
Agreement and shares of Common Stock disposed of as bona fide gifts approved by
Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc.
If (i) the Company issues an earnings release or material news or a
material event relating to the Company occurs during the last 17 days of the
lock-up period, or (ii) prior to the expiration of the lock-up period, the
Company announces that it will release earnings results during the 16-day period
beginning on the last day of the lock-up period, the restrictions imposed
by this Agreement shall continue to apply until the expiration of the 18-day
period beginning on the issuance of the earnings release or the occurrence of
the material news or material event.
Anything contained herein to the contrary notwithstanding, any person to
whom shares of Common Stock are transferred from the undersigned shall be bound
by the terms of this Agreement.
In addition, the undersigned hereby waives, from the date hereof until the
expiration of the 90 day period following the date of the Company's final
Prospectus, any and all rights, if any, to request or demand registration
pursuant to the Securities Act of 1933, as amended, of any shares of Common
Stock that are registered in the name of the undersigned or any shares of Common
Stock that are deemed to be beneficially owned by the undersigned in accordance
with the rules and regulations promulgated under the Securities Act (the
"Beneficially Owned Shares"). In order to enable the aforesaid covenants to be
enforced, the undersigned hereby consents to the placing of stop-transfer orders
with the transfer agent of the Common Stock with respect to any shares of Common
Stock or Beneficially Owned Shares.
The agreement set forth above shall terminate on the date that the Company
or Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc. notifies the undersigned in writing
that it does not intend to proceed with the public offering of Common Stock
contemplated hereby. If for any reason the Underwriting Agreement shall be
terminated prior to the Closing Date (as defined in the Underwriting Agreement),
the agreement set forth above shall likewise be terminated.
[Signature Page to Follow]
Yours very truly,
Hyperion TWH Fund LLC
--------------------------------------
By: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President
Address: ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇