LOCK-UP AGREEMENT FOR ANTHONY SILVERMAN
EXHIBIT
4.2
XXXXXXX
XXXXXXXXX
This
Lock-Up Agreement (the “Agreement”) is between Century Park Pictures Corp.
(“Century Park”) and the undersigned Shareholder of Century Park.
Whereas
Century
Park has entered into a Merger Agreement dated May 27, 2005 with IsoRay Medical,
Inc., a Delaware corporation (“IsoRay”), Century Park Transitory Subsidiary,
Inc., a Delaware corporation, and certain shareholders; and
Whereas
the
Merger Agreement requires as a condition of IsoRay’s obligation to close that
Xx. Xxxxxxxxx execute an agreement not to sell certain of the Century Park
shares he will retain (the “Century Park Shares”) into the public market,
therefore
In
Consideration of
the
Century Park Shares to be retained by the Shareholder upon the closing of
the
merger, Century Park and its undersigned Shareholder, with respect to the
Century Park Shares to be retained by the Shareholder,
Agree
As Follows:
1. |
Xx.
Xxxxxxxxx agrees not to sell thirty percent (30%) of his Century
Park
Shares in the public market for a period of one year from the effective
date of the merger. Xx. Xxxxxxxxx also agrees that the number of
Century
Park Shares subject to this Agreement and the certificate numbers
thereof
will be added to Exhibit A immediately after the closing of the
merger.
|
2. |
Stop
transfer instructions will be issued to the stock transfer agent
for all
shares which are the subject of this Agreement. All certificates
representing ownership of shares with are the subject of this Agreement
will bear the following legend:
|
“Any
sale
or transfer of the shares represented by this certificate is subject to a
Lock-Up Agreement between the Company and the shareholder. Any sale or transfer
of the shares represented by this certificate must be in accordance with
the
terms of the Agreement and compliance with the terms of the Agreement must
be
established to the satisfaction of the Company.”
This
Agreement may be executed in counterparts and faxed signatures shall be accepted
as original signatures.
SIGNATURES
Century Park Pictures Corp. | |||
By | |||
Xxxxxx Xxxxxxx, CEO |
Date |
SHAREHOLDER:
Xxxxxxx Xxxxxxxxx |
Date |
AGREEMENT
TO STAND ASIDE FROM THE PUBLIC MARKET
EXHIBIT
A
Century
Park Shares Subject
|
||||
to
the Agreement
|
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Cert.
#
|
Shares
|
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