LOCK-UP AGREEMENT
EXHIBIT
10.2
Effective
November 15, 2009
UV Flu
Technologies, Inc.
0000
Xxxxxxxx Xx. Xxxxx 000
Xxxxxxxxxxx,
XX 00000-0000
Ladies
and Gentlemen:
Pursuant
to the Asset Purchase Agreement dated effective November 15, 2009 between UV Flu
Technologies, Inc. (the “Company”), and AmAirpure, Inc., the undersigned
received from the Company, ___________ shares of restricted common stock (the
“Common Stock”) of the Company.
To induce the Company to issue the
Common Stock to the undersigned, the undersigned agrees that, without the prior
written consent of the Company, the undersigned will not, directly or
indirectly, offer, sell, pledge, contract to sell (including any short sale),
grant any option to purchase or otherwise dispose of any shares of Common Stock
(including, without limitation, shares of Common Stock of the Company which may
be deemed to be beneficially owned by the undersigned on the date hereof in
accordance with the rules and regulations of the Securities and Exchange
Commission (“SEC”), shares of Common Stock which may be issued upon exercise of
a stock option or warrant and any other security convertible into or
exchangeable for Common Stock) or enter into any Hedging Transaction (as defined
below) relating to the Common Stock (each of the foregoing referred to as a
“Disposition”) for a period of twelve (12) months. The twelve (12)
month period will commence on the date first set forth above. The
foregoing restriction is expressly intended to preclude the undersigned from
engaging in any Hedging Transaction or other transaction which is designed to or
reasonably expected to lead to or result in a Disposition during the twelve (12)
month period even if the securities would be disposed of by someone other than
the undersigned. “Hedging Transaction” means any short sale (whether
or not against the box) or any purchase, sale or grant of any right (including,
without limitation, any put or call option) with respect to any security (other
than a broad-based market basket or index) that includes, relates to or derives
any significant part of its value from the Common Stock. The Company
may impose stop-transfer instructions with respect to the securities subject to
the foregoing restrictions until the end of said twelve (12) month
period.
Notwithstanding
the foregoing, the undersigned may transfer (a) shares of Common Stock acquired
in open market transactions by the undersigned after the date first set forth
above, and (b) any or all of the shares of Common Stock or other Company
securities if the transfer is (i) by gift, will or intestacy, (ii) to any
custodian or trustee for the account of the undersigned or the undersigned’s
immediate family, (iii) by distribution to partners, members or shareholders of
the undersigned, or (iv) to any affiliates of the undersigned; provided, however, that in the
case of a transfer pursuant to clause (b) above, it shall be a condition to the
transfer that the transferee execute an agreement stating that the transferee is
receiving and holding the securities subject to the provisions of this Lock-Up
Agreement.
The undersigned agrees that the Company
may, and that the undersigned will, (i) with respect to any shares of Common
Stock or other Company securities for which the undersigned is the record
holder, cause the transfer agent for the Company to note stop transfer
instructions with respect to such securities on the transfer books and records
of the Company and (ii) with respect to any shares of Common Stock or other
Company securities for which the undersigned is the beneficial holder but not
the record holder, cause the record holder of such securities to cause the
transfer agent for the Company to note stop transfer instructions with respect
to such securities on the transfer books and records of the
Company.
The undersigned hereby agrees that, to
the extent that the terms of this Lock-Up Agreement conflict with or are in any
way inconsistent with any agreement to which the undersigned and the Company may
be a party, this Lock-Up Agreement supersedes such agreement.
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 shall survive the death or incapacity of the undersigned and any
obligations of the undersigned shall be binding upon the successors and assigns
of the undersigned.
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[_____________________]
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Authorized
Signatory
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Acknowledged
and Agreed Upon By:
UV Flu
Technologies, Inc.
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Xxxx.
X. Xxxxxx, President
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