LOCK-UP AGREEMENT
EXHIBIT
10.4
______________,
2007
Ladies
and Gentlemen:
The
undersigned is a director, executive officer or beneficial owner of shares
of
capital stock, or securities convertible into or exercisable or exchangeable
for
the capital stock (each, a “Company
Security”)
of
Trans-Pharma Corporation, a Nevada corporation (the “Company”).
The
undersigned understands that the Company will merge with a wholly-owned
subsidiary of Transdel Pharmaceuticals, Inc., a publicly traded Delaware company
(“Parent”),
concurrently with a private placement by Parent of up to $5,000,000 of units
(the “Units”)
of the
Parent, with each Unit consisting of 50,000 shares of common stock of Parent
and
a detachable transferable warrant to purchase 12,500 shares of common stock
of
Parent at a cash exercise price of $4.00 per share and cashless exercise price
of $5.00 per share (the “Funding
Transaction”).
The
undersigned understands that the Company, Parent and the investors in the
Funding Transaction will proceed with the Funding Transaction in reliance on
this Letter Agreement.
1. In
recognition of the benefit that the Funding Transaction will confer upon the
undersigned, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees, for the
benefit of the Company, Parent, and each investor in the Funding Transaction,
that, during the period beginning on the closing of the Funding Transaction
(the
“Closing
Date”)
and
ending eighteen (18) months after such date (the “Lockup
Period”),
the
undersigned will not, without the prior written consent of persons holding
a
majority of the Units at such time (the “Majority
Investors”),
directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge,
pledge, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase or sell (or announce
any
offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option
or contract to purchase, purchase of any option or contract of sale, grant
of
any option, right or warrant to purchase or other sale or disposition), or
otherwise transfer or 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), any securities of the Parent into or for which
a
Company Security may be converted, exercised or exchanged, whether by operation
of law, merger or otherwise (each, a “Parent
Security”),
beneficially owned, within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”),
by
the undersigned on the date hereof or hereafter acquired or (ii) enter into
any
swap or other agreement or any transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of any Parent
Security, whether any such swap or transaction described in clause (i) or (ii)
above is to be settled by delivery of any Parent Security (each of the
foregoing, a “Prohibited
Sale”).
2. Notwithstanding
the foregoing, the undersigned shall be permitted from time to time during
the
Lockup Period, without the prior written consent of any investor in the Funding
Transaction, (i) to engage in transactions in connection with the undersigned’s
participation in Parent’s stock option plans, (ii) to transfer all or any part
of any Parent Security to any family member, for estate planning
purposes,
or to an
affiliate thereof (as such term is defined in Rule 405 under the Securities
Exchange Act of 1934, as amended), provided that such transferee agrees
in
writing with
Parent
to be
bound hereby or
(iii)
to participate
in any
transaction in which holders of the common stock of Parent participate or have
the opportunity to participate pro rata, including, without limitation, an
underwritten offering of common stock, a merger, consolidation or binding share
exchange involving Parent, a disposition of Parent’s common stock in connection
with the exercise of any rights, warrants or other securities distributed to
Parent’s stockholders, or a tender or exchange offer for the common stock, and
no transaction contemplated by the foregoing clauses (i),
(ii) or
(iii)
shall be
deemed a Prohibited Sale for purposes of this Letter Agreement.
3. This
Letter Agreement shall be governed by and construed in accordance with the
laws
of the Delaware.
4. This
Letter Agreement will become a binding agreement among the undersigned as of
the
Closing Date. In the event that no closing of the Funding Transaction occurs,
this Letter Agreement shall be null and void. This Letter Agreement (and the
agreements reflected herein) may be terminated by the mutual agreement of
Parent, the Majority Investors, and the undersigned, and if not sooner
terminated, will terminate upon the expiration date of the Lockup Period. This
Letter Agreement may be duly executed by facsimile and in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to constitute one and the same instrument. Signature
pages from separate identical counterparts may be combined with the same effect
as if the parties signing such signature page had signed the same counterpart.
This Letter Agreement may be modified or waived only by a separate writing
signed by each of the parties hereto expressly so modifying or waiving such
agreement.
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Very
truly yours,
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Print
Name:
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Address:
______________________________________
Number
of
shares of Common Stock owned: ____________
Certificate
Numbers: ______________________________
2
Accepted
and Agreed to:
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By:
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Name:
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