LOCK-UP AGREEMENT
Exhibit
10.18
August___,
2008
Ladies
and Gentlemen:
Reference
is made to those discussions between Omnimmune Corp., a Texas corporation
(“Omnimmune”) and Omnimmune Holdings, Inc., a Delaware corporation (the
“Company”), relating to a proposed business combination between Omnimmune and
the Company and a related private placement financing (the
“Transactions”). In connection with the Transactions, the Company and
Omnimmune contemplate entering into a proposed Merger Agreement (the “Merger
Agreement”) pursuant to which Omnimmune’s equity holders shall receive common
stock (the “Common Stock”) and
Common Stock equivalents of the Company in consideration for equity of
Omnimmune held by them at the effective time of the merger. In
consideration of the Company and Omnimmune entering into the Transactions, the
undersigned hereby agrees as follows:
1. The
undersigned hereby covenants and agrees, except as provided herein, not to (1)
offer, sell, contract to sell, grant any option to purchase, hypothecate,
pledge, or otherwise dispose of or (2) transfer title to (a “Prohibited Sale”)
any of the shares of Common Stock or Common Stock equivalents acquired by the
undersigned prior to
the date hereof or pursuant to or in connection with the Merger Agreement
(collectively, the “Acquired Shares”), during the period commencing on the
Closing Date (as that term will be defined in the Merger Agreement) and ending
on the 9-month anniversary of the Closing Date (the “Lockup Period”), without
the prior written consent of the Placement Agent (as defined
below).
2. Notwithstanding
the foregoing, the undersigned shall be permitted during the Lockup Period,
without the consent of the New Castle Financial Services LLC (the “Placement
Agent”) or any other party, (i) to engage in transactions in connection with the
undersigned’s participation in the Company’s stock option plans, (ii) to
transfer all or any part of the Acquired Shares 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 the Company to be bound hereby, (iii) to
participate in a registered direct offering by the Company in which the
undersigned participates as a selling stockholder, (iv) to participate in any
transaction in which holders of the Common Stock of the Company 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 the Company, a disposition of the Common Stock in connection
with the exercise of any rights, warrants or other securities distributed to the
Company’s stockholders, or a tender or exchange offer for the Common Stock or
(v) to transfer all or any part of the Acquired Shares in privately negotiated
transactions to which the so-called “Section 4(1½)” exemption applies, provided
that the transferee in any such transaction agrees in writing with the Company
to be bound hereby, and no transaction contemplated by the foregoing clauses
(i), (ii), (iii), (iv) and (v) 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 State of Delaware.
4. This
Letter Agreement will become a binding agreement among the undersigned as of the
Closing Date. In the event that no closing occurs under the Merger
Agreement, this Letter Agreement shall be null and void. This Letter
Agreement (and the agreements reflected herein) may be terminated by the mutual
agreement of the Company and the undersigned with the consent of the Placement
Agent, 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.
Very
truly yours,
Name:
Number of
shares of Common Stock owned:
Number of
Common Stock equivalents:
Accepted
and Agreed to:
OMNIMMUNE
HOLDINGS, INC.
By:
Name:
Title:
