TechniScan,
Inc.
3216 South Highland Drive
Suite 200
Salt Lake City, UT 84106
Re: TechniScan,
Inc. – Lock-Up Agreement
In connection with
the undersigned’s ownership of the number of shares of common
stock, par value $0.001 of TechniScan, Inc. (the “
Company ”) set forth below (each a “
Security ” and collectively, the “
Securities ”), the undersigned agrees that, commencing
on the date hereof and during the period specified below (the
“ Lock-Up Period ”), the undersigned will not
offer, sell, contract to sell, pledge, grant any option to
purchase, make any short sale or otherwise dispose of, directly or
indirectly, any of the Securities owned directly by the undersigned
(including holding as a custodian) or with respect to which the
undersigned has beneficial ownership within the rules and
regulations of the Securities and Exchange Commission
(collectively, the “ Locked-Up Shares ”). The
Securities are not “restricted securities” as defined
in the Securities Act of 1933, as amended (the “ Act
”), and the rules promulgated thereunder, and have been
registered for resale in open market transactions in accordance
with the Act.
The foregoing
restriction is expressly agreed to preclude the undersigned or any
affiliate of the undersigned from engaging in any hedging or other
transaction which is designed to or which reasonably could be
expected to lead to or result in a sale or disposition of the
Locked-Up Shares even if the Locked-Up Shares would be disposed of
by someone other than the undersigned. Such prohibited hedging or
other transactions would include, without limitation, any short
sale or any purchase, sale or grant of any right (including,
without limitation, any put or call option) with respect to any of
the Locked-Up Shares or with respect to any security that includes,
relates to, or derives any significant part of its value from the
Locked-Up Shares.
Notwithstanding
the foregoing, during the Lock-Up Period, the undersigned may
transfer all or a portion of the Locked-Up Shares: (1) as a
bona fide gift or gifts, provided that the donee or donees thereof
agree to be bound by the restrictions set forth herein; or
(2) to any trust for the direct or indirect benefit of the
undersigned or the immediate family of the undersigned, provided
that the trustee of the trust agrees to be bound by the
restrictions set forth herein, and provided further that any such
transfer shall not involve a disp
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