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EXHIBIT 10.1
LOCK UP AGREEMENT
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This Lock Up Agreement (hereinafter called the "Agreement") is entered into
by and between Retractable Technologies, Inc., a Texas corporation (hereinafter
referred to as "RTI" or the "Company"), and Thomas J. Shaw, effective as of
November 3, 2000. RTI and Mr. Shaw are hereinafter collectively referred to as
the "Parties."
RECITALS
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WHEREAS, the Board of Directors of RTI has determined that it is in the
best interest of the Company to restrict the transfer of large portions of the
Common Stock of RTI; and
WHEREAS, Mr. Shaw agrees that restrictions on the transfer of large
portions of the Common Stock of RTI are in the best interest of the Company and
the market value of his Common Stock; and
WHEREAS, Mr. Shaw owns 11,200,000 shares of the Common Stock of RTI, no par
value, and 5,000 shares of the Series IV Class B Convertible Preferred Stock of
RTI, par value of $1, as of the date of this Agreement (hereinafter collectively
referred to as the "Stock"); and
WHEREAS, Mr. Shaw has agreed to limit his ability to transfer ownership of
his Stock for two (2) years in exchange for $10.00 and other good and valuable
consideration;
AGREEMENT
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NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt, adequacy, and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. The foregoing recitals are true, correct, and complete and constitute
the basis for this Agreement and are incorporated into this Agreement for all
purposes.
2. Mr. Shaw agrees that for a period of one year from the effective date
of this Agreement, he will not offer, pledge, sell, contract to sell, grant any
option for the sale of, or otherwise dispose of, directly or indirectly, an
amount greater than a cumulative 3% of the Stock of the Company now owned by
him.
LOCK UP AGREEMENT - Page 1 of 3 Pages
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3. At the end of the initial one year period from the effective date of
this Agreement, Mr. Shaw further agrees that for a period of one subsequent year
he will not offer, pledge, sell, contract to sell, grant any option for the sale
of, or otherwise dispose of, directly or indirectly, an amount greater than a
cumulative 7% of the shares of Stock of the Company owned by Mr. Shaw as of the
date of this Agreement. This Agreement shall not apply to shares purchased by
Mr. Shaw subsequent to the effective date of this Agreement.
4. RTI agrees to pay Mr. Shaw $10.00 upon receipt of this fully executed
Agreement.
5. Mr. Shaw further agrees that he will not, without the prior consent of
the Board of Directors of RTI during the 2-year period beginning on the
effective date of this Agreement, make any demand or exercise any right with
respect to the registration of his Stock owned as of the date of this Agreement.
6. Mr. Shaw further agrees that RTI (i) may instruct its transfer agent
not to transfer such securities; (ii) may provide a copy of this Agreement to
RTI's transfer agent for the purpose of instructing the Company's transfer agent
to place a legend on the certificate(s) evidencing the securities subject hereto
and disclosing that any transfer, sale, contract for sale, devise, gift,
assignment, pledge, or hypothecation of such securities is subject to the terms
of this Agreement; and (iii) may issue stop-transfer instructions to its
transfer agent for the period contemplated by this Agreement for such
securities.
7. Mr. Shaw agrees that any breach of this Agreement will cause RTI
irreparable damage for which there is no adequate remedy at law. If there is a
breach or threatened breach of this Agreement by Mr. Shaw, Mr. Shaw hereby
agrees that RTI shall be entitled to the issuance of an immediate injunction
without notice to restrain the breach or threatened breach. Mr. Shaw also agrees
that RTI shall be entitled to pursue any other remedies for such a breach or
threatened breach, including a claim for money damages.
8. This Agreement is irrevocable and is binding on the undersigned and the
personal representatives and assigns of the undersigned. Notwithstanding
anything contained herein, this Agreement shall immediately terminate upon the
death of the undersigned and shall not be binding upon the heirs or successors
of the undersigned. Nothing in this Agreement shall constitute an offer to sell
or a solicitation of an offer to buy, and this Agreement shall create no
obligation to purchase securities of the Company.
9. Any attempted sale, transfer, or other disposition in violation of this
Agreement shall be null and void.
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10. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCLUDING ANY CONFLICTS-OF-LAW
RULE OR PRINCIPLE OF TEXAS LAW THAT MIGHT REFER THE GOVERNANCE, CONSTRUCTION, OR
INTERPRETATION OF THIS AGREEMENT TO THE LAWS OF ANOTHER STATE).
11. This Agreement supersedes any and all other prior understandings and
agreements, either oral or in writing, between the Parties with respect to the
subject matters hereof and constitutes the sole and only agreement between the
Parties with respect to these matters. Each party to this Agreement
acknowledges that no representations, inducements, promises, or other
agreements, orally or otherwise, have been made by any party hereto or by anyone
acting on behalf of any party hereto, which are not embodied herein, and that
any agreement, statement, or promise that is not contained in this Agreement
shall not be valid or binding or of any force or effect.
12. No change or modification of this Agreement shall be valid or binding
without the prior approval of RTI's Board of Directors.
13. In the event that any one or more of the terms, provisions, or
agreements that are contained in this Agreement shall be held by a Court of
competent jurisdiction to be invalid, illegal, or unenforceable in any respect
for any reason, the invalid, illegal, or unenforceable term, provision, or
agreement shall not affect any other term, provision, or agreement of this
Agreement and this Agreement shall be construed as if the invalid, illegal, or
unenforceable term, provision, or agreement had never been contained herein.
14. The Parties acknowledge that they have carefully read this Agreement
and know the contents hereof.
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as
of the date above written.
RETRACTABLE TECHNOLOGIES, INC.
BY: /s/ THOMAS J. SHAW
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THOMAS J. SHAW
PRESIDENT
/S/ THOMAS J. SHAW
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THOMAS J. SHAW
INDIVIDUALLY
LOCK UP AGREEMENT - Page 3 of 3 Pages
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