Exhibit 10.55
FORM OF LOCK-UP AGREEMENT
ANTARES PHARMA, INC.
July 17, 2003
Board of Directors
Antares Pharma, Inc.
000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxxxxxxx 00000
Gentlemen:
The undersigned intends to enter into a Purchase Agreement (the
"Purchase Agreement") with Antares Pharma, Inc. (the "Company") for the purchase
of shares of common stock, par value $.01 per share, of the Company, and
warrants to purchase the common stock of the Company (such purchased shares of
common stock and the shares of common stock issuable upon exercise of the
warrants collectively referred to herein as the "Shares"). As a condition to
consummating the transactions contemplated by the Purchase Agreement, the
Company has requested that the undersigned execute and deliver this letter, and
the undersigned desires to execute and deliver this letter.
In order to induce the Company to consummate the transactions
contemplated by the Purchase Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
undersigned hereby agrees that, from the date hereof and through January 1, 2004
(the "Lock-Up Period"), it shall not offer to sell, contract to sell or
otherwise sell, dispose of, loan, pledge or grant any rights with respect to
(collectively, a "Disposition") the Shares, notwithstanding the fact that there
may be an effective registration statement registering the Shares for resale.
The foregoing restriction is expressly agreed to preclude the holder of the
Shares from engaging in any hedging or other transaction that is designed to or
reasonably expected to lead to or result in a Disposition of the Shares during
the Lock-Up Period even if such Shares would be disposed of by someone other
than the undersigned. Such prohibited hedging or other transactions would
include, without limitation, 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 the Shares or 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 Shares.
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The undersigned hereby agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent against the transfer of
the Shares held by the undersigned except in compliance with this Lock-Up
Agreement.
Very truly yours,
_________________________________
Name:
Title:
Address:
Accepted as of the date
first set forth above:
Antares Pharma, Inc.
By: /S/ Xxxxxxxx X. Xxxxxxxxx
---------------------------------
Xxxxxxxx X. Xxxxxxxxx
Chief Financial Officer,
Vice President - Finance
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