FORM OF LOCKUP AGREEMENT
EXHIBIT 4.3
FORM OF LOCKUP AGREEMENT
Ladies and Gentlemen:
The undersigned, a holder of shares of Winston Laboratories, Inc. (“Company”),
desires that the Company merge (the “Merger”) with and into a wholly-owned subsidiary of
Getting Ready Corporation (“Parent”). For good and valuable consideration, the undersigned
is entering into this agreement (this “Lock-Up Letter Agreement”) and hereby irrevocably
agrees that following the closing of the Merger, and until the second anniversary of closing of the
Merger (the “Lock-Up Period End Date”), the undersigned will not, directly or indirectly:
(1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction
or device that is designed to, or could be expected to, result in the disposition by any
person at any time in the future of) any shares of Parent’s Common Stock, par value $.001,
or any other securities of Parent convertible into or exercisable for such Common Stock
which are owned as of the date of this Lock-Up Letter Agreement (collectively, the
“Shares”), including, without limitation, Shares that may be deemed to be
beneficially owned by the undersigned in accordance with the rules and regulations of the
U.S. Securities and Exchange Commission and Shares that may be issued upon exercise of any
options or warrants, or securities convertible into or exercisable or exchangeable for
Shares,
(2) enter into any swap or other derivatives transaction that transfers to another, in
whole or in part, any of the economic benefits or risks of ownership of Shares, whether any
such transaction is to be settled by delivery of Shares or other securities, in cash or
otherwise;
(3) make any demand for or exercise any right or cause to be filed a registration
statement, including any amendments thereto, with respect to the registration of any Shares
or securities convertible into or exercisable or exchangeable for Shares or any other
securities of Parent; or
(4) publicly disclose the intention to do any of the foregoing, for a period commencing
on the date of the closing of the Merger and ending on the Lock-Up Period End Date.
Notwithstanding sections (1) through (4) above, (i) one-third of the Shares shall be exempt
from and shall not be subject to this Lock-Up Letter Agreement and the undertakings set forth
herein beginning upon the twelve month anniversary of the closing of the Merger; and (ii) one third
of the Shares shall be exempt from and shall not be subject to this Lock-Up Letter Agreement and
the undertakings set forth herein beginning upon the eighteen month anniversary of the closing of
the Merger.
In furtherance of the foregoing, Parent and its transfer agent on its behalf are hereby
authorized (1) to decline to make any transfer of securities if such transfer would constitute a
violation or breach of this Lock-Up Letter Agreement and (2) to imprint on any certificate
representing Shares a legend describing the restrictions contained herein.
It is understood that if the Merger Agreement entered into in connection with the Merger has
been terminated without the consummation of the Merger, this Lock-Up Letter Agreement shall be
cancelled and of no further force and effect.
The undersigned understands that the Company will proceed with the Merger in reliance on this
Lock-Up Letter Agreement.
The undersigned hereby represents and warrants that the undersigned has full power and
authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will
execute any additional documents necessary in connection with the enforcement hereof. Any
obligations of the undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
Nothing herein shall be understood to prevent the undersigned from exercising any warrants to
purchase Shares; provided that the Shares issued to the undersigned upon such exercise shall be
subject to the terms and conditions of this Lock-Up Letter Agreement until the Lock-Up Period End
Date.
For the avoidance of doubt, nothing herein shall be understood to prevent the undersigned from
taking any of the actions described in sections (1) through (4) above with respect to any shares
acquired by the undersigned through open market purchases consummated after the date of this
Lock-Up Letter Agreement.
The undersigned may transfer Shares to any entity directly or indirectly controlled by or
under common control with the undersigned; provided, however, that it shall be a condition to such
transfer that the transferee executes and delivers to Parent, prior to such transfer, an agreement
stating that such transferee is receiving and holding the Shares subject to the provisions of this
Lock-Up Letter Agreement.
If the Parent agrees to enter into any agreement with any other holder (or effects a waiver
with the same effect) of Shares who agreed to enter into a lock-up letter agreement which is
substantially the same as this Lock-Up Letter Agreement to permit such holder to sell Shares prior
to the Lock-Up Period End Date which sale would otherwise be restricted by this Lock-Up Letter
Agreement, the Parent shall enter into a similar agreement with (or provide a similar waiver to)
the undersigned to provide for the release of a proportionate number of Shares.
This Lock-Up Letter Agreement shall terminate upon the Lock-Up Period End Date. This Lock-Up
Agreement shall be construed in accordance with, and governed in all respects by, the laws of the
State of Delaware.
| Very truly yours, |
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| By: | ||||
| Name: | ||||
| Title: | ||||
Dated:
-2-
