FORM OF LOCK-UP AGREEMENT LIFESCIENCES OPPORTUNITIES INCORPORATED
Exhibit
10.3
FORM
OF LOCK-UP AGREEMENT
LIFESCIENCES
OPPORTUNITIES INCORPORATED
April
__,
2008
Lifesciences
Opportunities Incorporated
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| Re: |
Lifesciences
Opportunities Incorporated -
Lock-Up Agreement
|
Dear
Sirs:
This
Lock-Up Agreement is being delivered to you in connection with the Subscription
Agreement (the “Subscription
Agreement”),
of
even date herewith, by and among Lifesciences Opportunities Incorporated (the
“Company”)
and
each of the investors that are a party thereto (the “Subscribers”),
with
respect to the issuance to each Subscriber of a certain number of Units, each
Unit consisting of a convertible debenture in the principal amount of $1,000
(the “Debentures”)
and
one thousand (1,000) shares (the “Additional
Shares”)
of the
Company’s common stock, par value $.0001 (“Common
Stock”).
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Subscription Agreement.
The
Company anticipates, subject to certain conditions precedent and favorable
market conditions, filing with the Securities and Exchange Commission in
accordance with the Registration Rights Agreement of even date herewith, a
registration statement registering the Company’s securities for public sale (the
“Public
Offering”).
The
date
the registration statement is declared effective by the Securities and Exchange
Commission shall be known as the “Effective
Date.”
In
connection with the Subscription Agreement, the undersigned Subscriber hereby
agrees that, commencing on the date hereof and ending on the date one hundred
eighty (180) calendar days after the Effective Date (the
“Lock-Up
Period”),
the
undersigned will not (i)
sell,
offer to sell, contract or agree to sell, hypothecate, pledge, grant any option
to purchase,
make any
short sale
or
otherwise dispose of or agree to dispose of, directly or indirectly,
any
of the
Additional Shares, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section
16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder
with respect to any of the Additional Shares owned directly by the undersigned
(including holding as a custodian) or with respect to which the undersigned
has
beneficial ownership within the rules and regulations of the Securities and
Exchange Commission,
or (ii)
enter into any swap or other arrangement that transfers to another, in whole
or
in part, any of the economic consequences of ownership of any
of
the Additional Shares, owned directly by the undersigned (including holding
as a
custodian) or with respect to which the undersigned has beneficial ownership
within the rules and regulations of the Securities and Exchange
Commission,
whether
any such transaction is to be settled by delivery of such securities, in cash
or
otherwise, except as specifically set forth below:
(a)
one-third (1/3) of the undersigned’s Additional Shares shall no longer be
subject to this Lock-Up Agreement commencing on the Effective Date;
(b)
one-third (1/3) of the undersigned’s Additional Shares shall no longer be
subject to this Lock-Up Agreement commencing ninety (90) calendar days after
the
Effective Date; and
(c)
the
remaining one-third (1/3) of the undersigned’s Additional Shares shall no longer
be subject to this Lock-Up Agreement commencing one hundred eighty (180)
calendar days after the Effective Date.
The
foregoing restriction is expressly agreed to preclude the undersigned or any
affiliate of the undersigned from engaging in any hedging or other transaction
which is designed to or which reasonably could be expected to lead to or result
in a sale or disposition of the undersigned’s Additional Shares even if the
undersigned’s Additional Shares 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 or call option) with respect to any
of
the undersigned’s Additional Shares or with respect to any security that
includes, relates to, or derives any significant part of its value from the
undersigned’s Additional Shares.
Notwithstanding
the foregoing, the undersigned may transfer the undersigned’s Additional Shares
(i) 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. The undersigned now has, and, except as contemplated by clauses (i)
and
(ii) above, for the duration of this Lock-Up Agreement will have, good and
marketable title to the undersigned’s Additional Shares, free and clear of all
liens, encumbrances, and claims whatsoever. The undersigned also agrees and
consents to the entry of stop transfer instructions with the Company’s transfer
agent and registrar against the transfer of the undersigned’s Additional Shares
except in compliance with the foregoing restrictions during the Lock-Up Period,
provided that such stop transfer instructions are automatically removed on
the
first (1st)
Business Day after the end of the relevant Lock-Up Periods.
The
undersigned understands and agrees that this Lock-Up Agreement is irrevocable
and shall be binding upon the undersigned’s heirs, legal representatives,
successors, and assigns.
This
Lock-Up Agreement may be executed in two counterparts, each of which shall
be
deemed an original but both of which shall be considered one and the same
instrument.
This
Lock-Up Agreement will be governed by and construed in accordance with the
laws
of the State of Florida, without giving effect to any choice of law or
conflicting provision or rule (whether of the State of Florida, or any other
jurisdiction) that would cause the laws of any jurisdiction other than the
State
of Florida to be applied. In furtherance of the foregoing, the internal laws
of
the State of Florida will control the interpretation and construction of this
Lock-Up Agreement, even if under such jurisdiction’s choice of law or conflict
of law analysis, the substantive law of some other jurisdiction would ordinarily
apply.
[Signature
Page Follows]
| Very truly yours, | ||
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Exact Name of Subscriber |
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|
Authorized Signature |
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Title (if applicable) |
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| Agreed to and Acknowledged: | ||||
| LIFESCIENCES OPPORTUNITIES INCORPORATED | ||||
| By: | ||||
| Name: |
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| Title: | Chief Executive Officer | |||