Form of Lock-Up Agreement



 EXHIBIT 10.2 
  
 LOCK-UP AGREEMENT 
  
 THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 12, 2004, by and among RITA Medical Systems, Inc., a
Delaware corporation (“Parent”), Horizon Medical Products, Inc., a Georgia corporation (the “Company”), and the undersigned stockholder of Parent (“Holder”). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below). 
  
 BACKGROUND 
  
 A. Parent, the Company and Hornet Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), have entered into an Agreement and Plan of Merger, dated as of the date hereof (the
“Merger Agreement”), which provides for the merger of the Merger Sub with and into the Company (the “Merger”), pursuant to which the Company shall become a wholly-owned subsidiary of Parent. 
  
 B. As a condition and inducement to the willingness of Parent, Merger Sub and
the Company to enter into the Merger Agreement, Holder has agreed to enter into this Agreement. 
  
 NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows: 
  
 1. Acknowledgments by Holder. Holder has carefully read this Agreement and the Merger Agreement and has had the
opportunity to discuss the requirements of this Agreement with Holder’s professional advisors, who Holder believes are qualified to advise Holder with regard to such matters. 
  
 2. Affiliate Status; Lock-up. 
  
 (a) Affiliate Status. Holder has been advised that Holder may be deemed to be an “affiliate” (as that term
is defined in Rule 144 of the Rules and Regulations (the “Rules and Regulations”) of the Securities and Exchange Commission) of Parent after the consummation of the Merger. 
  
 (b) Lock-up. Holder agrees, during the 12-month period beginning on
the date of the consummation of the Merger, not to offer, contract to sell or otherwise sell, dispose of, loan, pledge, grant any rights with respect to, make any short sale of, grant any option for the purchase of, or enter into any hedging or
similar transaction with the same economic effect as a sale (each, a “Disposition”) of any shares of Parent Common Stock, except to the extent that: (A)(i) such Disposition is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the “1933 Act”) or an appropriate exemption from registration or (ii) Holder delivers to Parent a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such
Disposition is otherwise exempt from registration under the 1933 Act; and (B) the number of shares of Parent Common Stock subject to Dispositions made by Holder during the three month-period ending on the date of such Disposition (and including the
shares of Parent Common Stock subject to such Disposition) does not exceed 200% of the number of shares of Parent Common Stock Holder would be entitled to sell in accordance with the volume limitations set forth Rule 144(e) of the Rules and
Regulations of the Securities and Exchange Commission if all shares of Parent Common Stock subject to Dispositions made by Holder during such three-month period were “restricted securities” (as defined in Rule 144(a)(3) of the Rules and
Regulations). Notwithstanding anything to the contrary herein, this Agreement shall not prohibit a transfer of any shares of Parent Common Stock by Holder, if Holder is a partnership or limited liability company, to one or more partners or members
of Holder or to an affiliated Person under common control with Holder; provided, however, that unless such transfer is effected in accordance with Section 2(b)(B) above, such transfer shall be permitted only if, as a precondition to
such transfer, the transferee agrees in writing to be bound by all of the terms of this Section 2(b). 







 (c) Holder understands that there will be placed on the certificates for the Parent Common Stock issued
to Holder, or any substitutions therefor, a legend stating in substance: 
  
 “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED MAY 12, 2004 BETWEEN THE REGISTERED HOLDER HEREOF, RITA MEDICAL SYSTEMS, INC. AND HORIZON
MEDICAL PRODUCTS, INC., A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF RITA MEDICAL SYSTEMS, INC.” 
  
 It is understood and agreed that the legend contemplated in this Section 2(c) shall be removed by delivery of a substitute certificate without such legend
if Holder shall have delivered to Parent a copy of a letter from the staff of the Securities and Exchange Commission, or a written opinion of counsel reasonably acceptable to Parent, to the effect that such legend is not required for purposes of the
1933 Act; provided, however, it is further understood and agreed that if one year has passed since the Effective Time and Holder is not an “affiliate” of Parent, Holder may request of Parent in writing that the legend
contemplated in this Section 2(c) be removed by delivery of a substitute certificate without such legend and Parent thereafter will cause such substitute certificate to be issued to Holder, without the delivery of such a letter or written opinion.

  
 (d) Parent shall use its commercially reasonable efforts to:
(i) prepare and file with the Commission, a registration statement on Form S-3 registering for resale the shares of Parent Common Stock beneficially owned by Holder (the “Resale Registration Statement”) within ten (10) days
subsequent to the Effective Time (as defined in the Merger Agreement); (ii) cause the Resale Registration Statement to be declared effective under the 1933 Act as promptly as practicable after its filing; and (iii) maintain the effectiveness of the
Resale Registration Statement for a period of time ending on the earlier of (A) the date on which all shares of Parent Common Stock beneficially owned by Holder and registered under the Resale Registration Statement have been sold and (B) the date
on which all shares of Parent Common Stock beneficially owned by Holder and registered under the Resale Registration Statement, in the opinion of counsel for Parent, are eligible for sale pursuant to Rule 144 under the 1933 Act and could be sold in
any three-month period in accordance with the volume limitations contained in Rule 144(e)(1) under the 1933 Act. 
  
 3. Termination. 
  
 This Agreement shall terminate and shall be of no further force and effect in the event of the termination of the Merger Agreement at any time prior to
the Effective Time. 
  
 4. Miscellaneous. 
  
 (a) Waiver; Severability. No waiver by any party hereto of any
condition or of any breach of any provision of this Agreement shall be effective unless in writing and signed by each party hereto. In the event that any provision of this Agreement, or the application of any such provision to any person, entity or
set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to persons, entities or circumstances other than those as to which it is
determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law. 
  
 (b) Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights,
interests or obligations of the parties hereto may be assigned by either of the parties without prior written consent of the other party hereto. 
  
 (c) Amendments and Modification. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto. 
  

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 (d) Governing Law. This Agreement shall be governed by and construed, interpreted and enforced in
accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware. 
  
 (e) Entire
Agreement. This Agreement sets forth the entire understanding of Holder, Parent and the Company relating to the subject matter hereof and supersedes all prior agreements and understandings among Holder, Parent and the Company relating to the
subject matter hereof. 
  
 (f) Attorneys’ Fees. In the
event of any legal actions or proceeding to enforce or interpret the provisions hereof, the prevailing party shall be entitled to reasonable attorneys’ fees, whether or not the proceeding results in a final judgment. 
  
 (g) Further Assurances. Holder shall execute and/or cause to be
delivered to Parent and the Company such instruments and other documents and shall take such other actions as Parent may reasonably request to effectuate the intent and purposes of this Agreement. 
  
 (h) Survival. The representations, warranties, covenants and other
provisions contained in this Agreement shall survive the consummation of the Merger. 
  
 (i) Notices. All notices and other communications pursuant to this Agreement shall be in writing and deemed to be sufficient if contained in a written instrument and shall be deemed given if delivered
personally, by facsimile, sent by nationally-recognized overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following address (or at such other address for a party as shall
be specified by like notice): 
  
 If to Parent: 
  
 RITA Medical Systems, Inc. 
 967 North Shoreline Blvd. 
 Mountain View,
CA 94043 
 Attention: Joseph DeVivo, President and Chief Executive Officer 
 Facsimile No.: (650) 967-1691 
  
 with a copy to: 
  
 Heller Ehrman White & McAuliffe LLP 
 2775 Sand Hill Road 
 Menlo Park, California 94025 
 Attention:        Mark Weeks 
 Steve Tonsfeldt

 Facsimile No.: (650) 233-8386 
  
 If to the Company: 
  
 Horizon Medical Products, Inc. 
 One Horizon
Way 
 Manchester, GA 91816 
 Attention: Robert Wenzel, President 
 Facsimile No.: (706) 846-5226 
  

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 with a copy to: 
  
 King & Spalding LLP 
 191 Peachtree Street 
 Atlanta, Georgia 30303 
 Attention: Jon R. Harris, Jr. 
 Facsimile
No.: (404) 572-5136 
  
 If to Holder: 
  
 To the address for notice set forth on the signature page hereof.

  
 (j) Counterparts. This Agreement shall be executed in
one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 
  
 [SIGNATURE PAGE FOLLOWS] 
  

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 IN WITNESS WHEREOF, the parties have caused this Lock-Up Agreement to be duly executed on the day
and year first above written. 
  

									
	 RITA MEDICAL SYSTEMS, INC.
	 	 	 	 HORIZON MEDICAL PRODUCTS, INC.

					
	By:	 	/s/    JOSEPH DEVIVO        	 	 	 	By:	 	/s/    ROBERT J. WENZEL        
	 	 	
	 	 	 	 	 	

	 	 	 Name: Joseph DeVivo
 Title: President & CEO
	 	 	 	 	 	 Name: Robert J. Wenzel
 Title: Interim CEO


  

									
	 HOLDER
	 	 	 	 
					
	*By:	 	/s/    DEBRA ABRAMOVITZ        	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	 	 	 Name: Debra Abramovitz
 Title: Executive Director
	 	 	 	 	 	 

  

									
	 Holder’s address for notices:
	 	 	 	 
					
	 	 	1585 Broadway, 38th Fl.	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
					
	 	 	New York, NY 10036	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
					
	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 

  

	*	Morgan Stanley Venture Partners III, LP Morgan Stanley Venture Investors III, LP The Morgan Stanley Venture Partners Entrepreneur Fund, LP 

  

	By:	Morgan Stanley Venture Partners III, LLC as General Partner of each of the limited partnerships named above 

  

	By:	Morgan Stanley Venture Capital III, Inc. as Member 

  
 SIGNATURE PAGE TO LOCK-UP AGREEMENT