LOCK-UP AGREEMENT Dated: March __, 2010
Dated: March
__, 2010
0 Xxxxx
Xxxxxx
Xxxxxxxx
Xxxxxxx Xxxx
Xxx-Xxxxx,
Xxxxxx 00000
Ladies
and Gentlemen:
The
undersigned is acquiring shares (“Shares”) of common
stock, par value $0.00001 per share, of PROLOR Biotech, Inc., a Nevada
corporation (the “Company”), under that
certain Securities Purchase Agreement, dated as of March __, 2010, by and among
the Company and the Investors set forth on the signature pages thereto (the
“Agreement”). For
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby irrevocably agrees that following the date
first set forth above (the “Effective 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, including Shares that may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the United States Securities and Exchange Commission or
(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 any Shares, whether any such transaction described in clause (1) or (2) above
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 Securities or securities convertible into or
exercisable or exchangeable for any Shares or any other securities of the
Company, or (4) publicly disclose the intention to do any of the foregoing,
in each case, for a period commencing on the Effective Date and ending on the
first anniversary of such date.
In
furtherance of the foregoing, the Company and its transfer agent on its behalf
are hereby authorized to decline to make any transfer of securities if such
transfer would constitute a violation or breach of this Lock-Up
Agreement.
[signature
page follows]
The
undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into this Lock-Up Agreement and that, upon request, the
undersigned will execute any additional documents necessary in connection with
the enforcement hereof. All obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors and assigns of the
undersigned.
Acknowledged
and agreed as of the date first set forth above:
[name
of holder]
By:_____________________________
Name:
Title:
