Science Dynamics Inc. Lock Up Agreement
Science
Dynamics Inc.
The
undersigned hereby agrees that for a period commencing on the date hereof and
expiring twenty-four months from the date hereof, the undersigned will not,
directly or indirectly, agree or offer to sell or grant an option for the sale
of any shares of the Common Stock of Science Dynamics, Inc. (the “Company”) in
the public market, provided, however, this restriction shall not apply to shares
of the Company’s Common Stock issued pursuant to stock option or long-term
incentive plans that are approved by the Company’s Compensation Committee
provided the members of such Compensation Committee were comprised of a majority
of independent directors. Without limiting the generality of the foregoing,
the
Investors agree not to directly or indirectly offer to sell, grant an option
for
the purchase or sale of, transfer, pledge assign, hypothecate, distribute or
otherwise encumber or dispose of any securities in the Company unless the
transferee first agrees to be bound by the provisions of this
Agreement.
In
order
to enable the aforesaid covenants to be enforced, the undersigned hereby
consents to the placing of legends and/or stop-transfer orders with the transfer
agent of any of the Securities registered in the name of the undersigned or
beneficially owned by the undersigned.
Dated: September
__, 2006
Signature | |||
Name: |
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Address:___________________________ | |||
City, State, Zip Code:__________________ |