Stockholders Lock-Up Agreement between Cellomics, Inc. and Certain Stockholders (December 13, 2000)

Summary

This agreement is between Cellomics, Inc. and several of its stockholders, including various investment partnerships. It restricts these stockholders from selling or transferring certain shares of common stock (not part of the IPO) until October 5, 2001, unless specific exceptions apply, such as transfers to affiliates or upon a stockholder's death. The agreement is intended to support the company's IPO and related charter amendment. It expires if the IPO does not occur by January 15, 2001.

EX-10.26 6 j8030606ex10-26.txt STOCKHOLDERS LOCK-UP AGREEMENT 1 Exhibit 10.26 FORM OF STOCKHOLDERS LOCK-UP AGREEMENT This Stockholders Lock-up Agreement among the undersigned stockholders of Cellomics, Inc. (the "Company") and the Company is entered into as of the 13th day of December, 2000. Witnesseth: Whereas, the undersigned stockholders of Cellomics own Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock (collectively, the "Preferred Stock") or Common Stock of the Company; Whereas, the Company has filed a registration statement with the Securities and Exchange Commission for its initial public offering of shares (the "IPO Shares") of its Common Stock (the "Common Stock") and the Company desires to proceed with such offering if its shares of Common Stock are offered at a price to the public of at least $8 per share (the "IPO"); Whereas, under the terms of the current Amended and Restated Certificate of Incorporation (the "Charter") of the Company, an IPO price of $8 per share of Common Stock will not result in the automatic conversion into Common Stock of either the Series B Preferred Stock or the Series C Preferred Stock; and Whereas, as a partial inducement to the stockholders of the Company to approve an amendment to the Charter (the "Charter Amendment") which among other matters will automatically convert all the classes of Preferred Stock into Common Stock even though the IPO price is only $8 per share and change the conversion ratio of the Series C Preferred Stock, the stockholders and the Company are entering into this Lock-up Agreement. NOW THEREFORE, the parties hereto intending to be legally bound agree as follows: 1. LOCK-UP OF PRE-IPO COMMON STOCK. Each of the undersigned stockholders agrees with respect to the number of Non-IPO Shares shown in the column labeled "Locked-up Shares" on Exhibit A attached hereto (the "Locked-up Shares") that should the IPO be effected, the undersigned will not on or before October 5, 2001 without the consent of the Company, directly or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise sell or dispose of the Locked-up Shares. The term "Non-IPO Shares" means the shares of Common Stock (if any) held by a stockholder prior to the closing of the IPO (and after giving effect to the 3.19 to 1 IPO Common Stock split) and the shares of Common Stock (if any) which such stockholder would receive upon the conversion in the IPO of Preferred Stock into Common Stock. Exhibit A sets forth each stockholder's expected holdings of Non-IPO Shares assuming the IPO closes. Anything to the contrary notwithstanding, the term Locked-up Shares does not include and this Agreement shall not apply to any IPO Shares. 2. CONSENT TO TRANSFER OF LOCKED-UP SHARES. The Company agrees that it will not grant any consent under section 1 of this Agreement other than (x) upon receiving the written consent of all of the undersigned stockholder parties hereto (in which event the Company will give its consent), (y) with 2 respect to the subsequent transfer of Locked-up Shares which were held by any of the undersigned stockholders who are natural persons and who die, or (z) with respect to the subsequent transfer of Locked-up Shares by one of the undersigned stockholders to an Affiliate of such undersigned stockholder provided that such transferee agrees to be bound by the terms of this Agreement. The term "Affiliate" means with respect to a stockholder, (i) in the case of a natural person, such stockholder's spouse or lineal descendents or a trust, corporation or pass-through entity controlled by such stockholder, and (ii) in the case of a partnership or a corporation, such stockholder's partners, stockholders or other equity owners or any entity controlled by or under common control with such stockholder. 3. TRANSFER RESTRICTIONS. Each stockholder agrees that the Company shall place or cause to be placed upon any certificate representing the Locked-up Shares a restrictive legend which states: "The shares represented by this certificate are subject to a restriction against transfer until October 5, 2001. A copy of this Agreement may be obtained from the Company at its principal executive offices." The Company agrees to issue instructions to its transfer agent not to transfer the Locked-up Shares in accordance with this Agreement. 4. MISCELLANEOUS. (A) The provisions of this Agreement shall be binding upon and inure to the benefit of any successor or assign of any party hereto. (B) The parties hereto agree that the remedy at law for any breach of this Agreement is inadequate and that should any dispute arise concerning any matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or a decree of specific performance. Such remedies shall, however, be cumulative and not exclusive, and shall be in addition to any other remedies which the parties hereto may have. (C) If any one or more provisions of this Agreement shall be declared invalid or unenforceable, the same shall not affect the validity or enforceability of any other provisions of this Agreement. (D) Neither this Agreement nor any term hereof may be amended, waived, discharged, or terminated, except by written instrument signed by the Company and all of the undersigned stockholders. (E) This Agreement shall be construed in accordance with, and the rights of the parties shall be governed by, the law of the State of Delaware. (F) This Agreement may be executed in counterparts, each of which when so executed and delivered shall constitute a complete and original instrument but all of which together shall constitute one and the same agreement, and it shall not be necessary when making proof of this Agreement or any counterpart thereof to account for any other counterpart. (G) All prior understandings and agreements between the parties hereto with respect to the transactions contemplated hereby are merged in this Agreement, and this Agreement reflects all the understandings with respect to such transactions. The parties recognize that those certain lock-up letter agreements executed by the undersigned stockholders with Prudential Securities Incorporated in connection with the IPO are not superceded or otherwise effected by this Agreement. (H) This Agreement shall expire and be of no force and effect if the IPO has not occurred on or before January 15, 2001. 3 AXIOM VENTURE PARTNERS II LIMITED PARTNERSHIP By: Axiom Venture Associates II Limited Liability Company, its General Partner By: ------------------------------------------ A General Partner Date: ---------------------------------------- DELPHI BIOINVESTMENTS III, L.P. By: Delphi Management Partners III, L.L.C., General Partner By: ------------------------------------------ Managing Member Date: ---------------------------------------- DELPHI VENTURES III, L.P. By: Delphi Management Partners III, L.L.C., General Partner By: ------------------------------------------ Managing Member Date: ---------------------------------------- INTERWEST PARTNERS VI, L.P. By: InterWest Management Partners VI, LLC By: ------------------------------------------ Name: Title: Date: ---------------------------------------- 4 INTERWEST INVESTORS VI, LP By: InterWest Management Partners VI, LLC By: ------------------------------------------ Name: Title: Date: ---------------------------------------- OXFORD BIOSCIENCE PARTNERS II L.P. By: OBP Management II L.P. Its General Partner By: ------------------------------------------ Alan G. Walton General Partner Date: ---------------------------------------- OXFORD BIOSCIENCE PARTNERS (BERMUDA) II LIMITED PARTNERSHIP By: OBP Management II (Bermuda) Limited Partnership Its General Partner By: ------------------------------------------ Alan G. Walton General Partner Date: ---------------------------------------- 5 OXFORD BIOSCIENCE PARTNERS (GS - ADJUNCT) II L.P. By: OBP Management II L.P. Its General Partner By: ------------------------------------------ Alan G. Walton General Partner Date: ---------------------------------------- VECTOR LATER-STAGE EQUITY FUND II (QP), L.P. By: Vector Fund Management II, L.L.C. General Partner By: ------------------------------------------ Managing Member Date: ---------------------------------------- VECTOR LATER-STAGE EQUITY FUND II, L.P. By: Vector Fund Management II, L.L.C. General Partner By: ------------------------------------------ Managing Member Date: ---------------------------------------- AMERINDO INTERNET FUND PLC By: ------------------------------------------ Name: Title: Date: ---------------------------------------- 6 AMERINDO TECHNOLOGY GROWTH FUND II INC. By: ----------------------------------------- Name: Title: Date: --------------------------------------- EMERGING TECHNOLOGY PORTFOLIO By: ----------------------------------------- Name: Title: Date: --------------------------------------- LITTON MASTER TRUST By: ----------------------------------------- Name: Title Date: --------------------------------------- INVESCO GLOBAL HEALTH SCIENCES FUND By: ----------------------------------------- Name: Title Date: --------------------------------------- 7 ALTA CALIFORNIA PARTNERS II, L.P. By: ----------------------------------------- Name: Title Date: --------------------------------------- BURRILL BIOTECHNOLOGY CAPITAL FUND LP By: ----------------------------------------- Name: Title BAYSTAR INTERNATIONAL BAYSTAR CAPITAL, LP LIMITED By: By: ---------------------------- ------------------------------------------ Name: Name: Title: Title: Date: Date: -------------------------- --------------------------------------- ARIANE HEALTH LIMITED, LDC By: ------------------------------------------ Name: Title Date: ---------------------------------------- 8 CYRIL GESTION (BIOSPHERE) By: ----------------------------------------- Name: Title Date: --------------------------------------- LCF ROTHSCHILD ASSET MANAGEMENT (FCPR CROISSANCE DISCOVERY) By: ----------------------------------------- Name: Title Date: --------------------------------------- CELLOMICS, INC. By: ----------------------------------------- Name: Title Date: --------------------------------------- 9 ------------------------------------------- JOHN BOLES Date: -------------------------------------- BOLES ENTERPRISE LIMITED PARTNERSHIP By: ----------------------------------------- Name: Title: Date: --------------------------------------- -------------------------------------------- R TERRY DUNLAY Date: --------------------------------------- -------------------------------------------- LEROY L. METZ Date: ---------------------------------------- --------------------------------------------- D. LANSING TAYLOR, PH.D. Date: ---------------------------------------- --------------------------------------------- ALAN S. WAGGONER Date: ---------------------------------------- 10 EXHIBIT A TO STOCKHOLDERS LOCK-UP AGREEMENT

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