LOCKUP AGREEMENT
August
___, 2010
Xxxxx
Xxxxxx, Carret & Co., LLC
000
Xxxxxxxxx Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxxx
X. XxXxxxxxx
Xxxxxx
& Xxxxxxx, LLC
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx,
XX 00000
Attn: Xxxx
Xxxxx
Ladies
and Gentlemen:
The undersigned understands that you,
together as Underwriter, propose to enter into an Underwriting Agreement (the
“Underwriting
Agreement”) with Cutanea
Life Sciences, Inc., a Delaware corporation (the “Company”), providing for an initial public
offering (the “Offering”) of shares (the “Shares”) of common stock, par value $0.001 per
share (the “Common
Stock”), of the
Company. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Underwriting
Agreement.
In consideration of the foregoing, and
in order to induce you to participate in the Offering, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
undersigned hereby agrees the undersigned will not, during the period (the
“Lock-Up
Period”) beginning on the
effective date of the registration statement covering the Offering (the
“Effective Date”) and ending 180 days after the Effective Date, (1) offer,
pledge, announce the intention to sell, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, or
file (or participate in the filing of) a registration statement with the
Securities and Exchange Commission in respect of, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
shares of Common Stock (including without limitation, shares of Common Stock
which may be deemed to be beneficially owned by the undersigned in accordance
with the rules and regulations of the Securities and Exchange Commission and
securities which may be issued upon exercise of a stock option or warrant), (2)
enter into any swap or other agreement that transfers, in whole or in part, any
of the economic consequences of ownership of the shares of Common Stock, whether
any such transaction described in clause (1) or (2) above is to be settled by
delivery of shares of Common Stock or such other securities, in cash or
otherwise, (3) make any demand for or exercise any right with respect to, the
registration of any shares of Common Stock or any security convertible into or
exercisable or exchangeable for shares of Common Stock, or (4) publicly announce
an intention to effect any transaction specific in clause (1), (2) or (3)
above.
Notwithstanding the foregoing, the
restrictions set forth in clause (1) and (2) above shall not apply to transfers
as a bona fide gift or gifts, provided that the donee or donees thereof agree to
be bound in writing by the restrictions set forth herein, or (ii) to any trust
for the direct or indirect benefit of the undersigned or the immediate family of
the undersigned, provided that the trustee of the trust agrees to be bound in
writing by the restrictions set forth herein, and provided further that any such
transfer shall not involve a disposition for value. For purposes of
this Lock-Up Agreement, “immediate family” shall mean any relationship by blood,
marriage or adoption, not more remote than first cousin. None of the
restrictions set forth in this Lock-Up Agreement shall apply to Common Stock
acquired in open market transactions.
In furtherance of the foregoing, the
Company, and any duly appointed transfer agent or depositary for the
registration or transfer of the securities described herein, 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.
The foregoing restrictions are expressly
agreed to preclude the undersigned from engaging in any hedging or other
transaction which is designed to or reasonably expected to lead to or result in
a sale or disposition of the shares of Common Stock even if such securities
would be disposed of by someone other than the undersigned. Such
prohibited hedging or other transactions would include without limitation any
short sale or any purchase, sale or grant of any right (including without
limitation any put option or put equivalent position or call option or call
equivalent position) with respect to any of the shares of Common Stock or with
respect to any security that includes, relates to, or derives any significant
part of its value from such shares of Common Stock.
The undersigned hereby represents and
warrants that the undersigned has full power and authority to enter into this
Lock-Up Agreement. All authority herein conferred or agreed to be
conferred and any obligations of the undersigned shall be binding upon the
successors, assigns, heirs or personal representatives of the
undersigned.
The undersigned also agrees and consents
to the entry of stop transfer instructions with the Company’s transfer agent and
registrar or depositary against the transfer of the undersigned’s shares of
Common Stock except in compliance with the foregoing
restrictions.
The undersigned understands that, if the
Underwriting Agreement does not become effective, or if the Underwriting
Agreement (other than the provisions thereof which survive termination) shall
terminate or be terminated prior to payment for and delivery of the Shares to be
sold thereunder, the undersigned shall be released from all obligations under
this Lock-Up Agreement.
This Lock-Up Agreement shall be governed
by and construed in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
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Very truly
yours,
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Name:
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Address:
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