EXHIBIT 10.3
LOCK-UP AGREEMENT
February 27, 2007
Each Purchaser referenced below:
Re: Securities Purchase Agreement, dated as of February 27, 2007 (the
"PURCHASE AGREEMENT"), between GammaCan International, Inc., a
Delaware corporation (the "COMPANY") and the purchasers signatory
thereto (each, a "PURCHASER" and, collectively, the "PURCHASERS")
Ladies and Gentlemen:
Defined terms not otherwise defined in this letter agreement (the "LETTER
AGREEMENT") shall have the meanings set forth in the Purchase Agreement.
Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a
condition of the Company's obligations under the Purchase Agreement, the
undersigned irrevocably agrees with the Company that, from the date hereof until
the one year anniversary of the Effective Date (such period, the "RESTRICTION
PERIOD"), the undersigned will not offer, sell, contract to sell, hypothecate,
pledge or otherwise dispose of (or enter into any transaction which is designed
to, or might reasonably be expected to, result in the disposition (whether by
actual disposition or effective economic disposition due to cash settlement or
otherwise) by the undersigned or any Affiliate of the undersigned or any person
in privity with the undersigned or any Affiliate of the undersigned), directly
or indirectly, including the filing (or participation in the filing) of a
registration statement with the Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act with respect to,
any shares of Common Stock or Common Stock Equivalents beneficially owned, held
or hereafter acquired by the undersigned (the "SECURITIES"). Beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act. In order to enforce this covenant, the Company shall impose irrevocable
stop-transfer instructions preventing the Transfer Agent from effecting any
actions in violation of this Letter Agreement.
The undersigned acknowledges that the execution, delivery and performance
of this Letter Agreement is a material inducement to each Purchaser to complete
the transactions contemplated by the Purchase Agreement and that each Purchaser
(which shall be a third party beneficiary of this Letter Agreement) and the
Company shall be entitled to specific performance of the undersigned's
obligations hereunder. The undersigned hereby represents that the undersigned
has the power and authority to execute, deliver and perform this Letter
Agreement, that the undersigned has received adequate consideration therefor and
that the undersigned will indirectly benefit from the closing of the
transactions contemplated by the Purchase Agreement.
This Letter Agreement may not be amended or otherwise modified in any
respect without the written consent of each of the Company, each Purchaser and
the undersigned. This Letter Agreement shall be construed and enforced in
accordance with the laws of the State of New York without regard to the
principles of conflict of laws. The undersigned hereby irrevocably
submits to the exclusive jurisdiction of the United States District Court
sitting in the Southern District of New York and the courts of the State of New
York located in Manhattan, for the purposes of any suit, action or proceeding
arising out of or relating to this Letter Agreement, and hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that (i)
it is not personally subject to the jurisdiction of such court, (ii) the suit,
action or proceeding is brought in an inconvenient forum, or (iii) the venue of
the suit, action or proceeding is improper. The undersigned hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by receiving a copy thereof sent to the Company
at the address in effect for notices to it under the Purchase Agreement and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. The undersigned hereby waives any right to a trial by jury.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. The undersigned agrees and understands
that this Letter Agreement does not intend to create any relationship between
the undersigned and each Purchaser and that each Purchaser is not entitled to
cast any votes on the matters herein contemplated and that no issuance or sale
of the Securities is created or intended by virtue of this Letter Agreement.
By its signature below, the Company's Transfer Agent hereby acknowledges
and agrees that, reflecting this Letter Agreement, it has placed a stop transfer
instruction on all Securities beneficially owned by the undersigned until the
end of the Restriction Period. This Letter Agreement shall be binding on
successors and assigns of the undersigned with respect to the Securities and any
such successor or assign shall enter into a similar agreement for the benefit of
the Purchasers.
*** SIGNATURE PAGE FOLLOWS***
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This Letter Agreement may be executed in two or more counterparts, all of
which when taken together may be considered one and the same agreement.
_________________________________
Signature
_________________________________
Print Name
_________________________________
Position in Company
Address for Notice:
_________________________________
_________________________________
_________________________________
Number of shares of Common Stock
___________________________________________________________________________
Number of shares of Common Stock underlying subject to warrants, options,
debentures or other convertible securities
By signing below, the Company agrees to enforce the restrictions on
transfer set forth in this Letter Agreement.
GAMMACAN INTERNATIONAL, INC.
By: _________________________________
Name:
Title:
Acknowledged and agreed to as of the date set forth above:
PACWEST TRANSFER, LLC
By: _________________________________
Name:
Title:
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