Exhibit 4.2
Lock-Up Agreement
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Xytronyx, Inc.
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Dear Sirs:
In connection with my purchase of units (the "Units") consisting of
common stock, par value $.02 (the "Common Stock"), and warrants (the "Warrants")
of Xytronyx, Inc. (the "Company") pursuant to that certain subscription
agreement (the "Subscription Agreement") accepted by the Company as of the date
hereof between myself and the Company, I hereby agree that from the date hereof
and continuing for a period (the "Lock-Up Period") of:
(a) six (6) months from the Final Closing Date (as defined in the
Subscription Agreement) with respect to seventy-five percent (75%) of
each of the Shares (as defined below) and the Warrant Shares (as
defined below);
(b) nine (9) months from the Final Closing Date with respect to fifty
percent (50%) of each of the Shares and the Warrant Shares; and
(c) twelve (12) months from the Final Closing Date with respect to the
remaining twenty-five percent (25%) of each of the Shares and the
Warrant Shares,
I will not, without the prior written consent of Paramount Capital, Inc., offer,
pledge, sell, contract to sell, grant any option for the sale of, or otherwise
dispose of, directly or indirectly, any Shares. For the sake of clarity, there
shall be no Lock-Up Period with respect to twenty-five percent (25%) of the
Shares. In addition, while I hold any Shares, I will not directly or
indirectly, through related parties, affiliates or otherwise sell "short" or
"short against the box" (as those terms are generally understood) any equity
security of the Company. The term "Shares" shall mean the number of shares of
Common Stock purchased by me pursuant to the Subscription Agreement and the
"Warrant Shares" shall mean the number of shares of Common Stock issuable upon
exercise of the Warrants also purchased by me pursuant to the Subscription
Agreement.
The provisions of this agreement shall be binding upon the undersigned
and the assigns, heirs, and personal representatives of the undersigned and
shall be for the benefit of the Company.
Very truly yours,
_____________________________
Print Name:
Title (if any):
Agreed and Accepted as of _____________
XYTRONYX, INC.
_______________________________________
Name:
Title:
