FORM OF LOCKUP AGREEMENT
Exhibit 10.2
xxxxxXxxxxxx.xxx, Inc.
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, XX 00000
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, XX 00000
Ladies and Gentlemen:
The undersigned, a holder of equity interests of Cardo Medical, LLC (“Company”),
desires that the Company merge (the “Merger”) with and into a wholly-owned subsidiary of
xxxxxXxxxxxx.xxx, Inc. (“Parent”). For good and valuable consideration, the undersigned is
entering into this agreement (this “Lock-Up Letter Agreement”) and hereby irrevocably
agrees that following the closing of the Merger, and until the second anniversary of closing of the
Merger (the “Lock-Up Period End Date”), the undersigned will not, directly or indirectly:
(1) offer for sale, sell, pledge or otherwise 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 of) any shares of Parent’s Common Stock, par value $.001, or any other
securities of Parent convertible into or exercisable or exchangeable for any shares of such Common
Stock which are owned as of the date of this Lock-Up Letter Agreement (collectively, the
“Shares”), including, without limitation, Shares that may be deemed to be beneficially
owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and
Exchange Commission and Shares that may be issued upon exercise of any options or warrants, or
securities convertible into or exercisable or exchangeable for Shares;
(2) enter into any swap or other derivatives transaction that transfers to another, in whole
or in part, any of the economic benefits or risks of ownership of Shares, whether any such
transaction is to be settled by delivery of Shares or other securities, in cash or otherwise;
(3) make any demand for or exercise any right or cause to be filed a registration statement,
including any amendments thereto, with respect to the registration of any Shares or any other
securities of Parent; or
(4) publicly disclose the intention to do any of the foregoing, for a period commencing on the
date of the closing of the Merger and ending on the Lock-Up Period End Date.
The restrictions on the actions set forth in sections (1) through (4) above shall not apply
to: (a) transfers of Shares as a bona fide gift; (b) transfers of Shares to any trust,
partnership, limited liability company or other entity for the direct or indirect benefit of the
undersigned or the immediate family of the undersigned; (c) transfers of Shares to any beneficiary
of the undersigned pursuant to a will, trust instrument or other testamentary document or
applicable laws of descent; (d) transfers of Shares to the Company; or (e) transfers of Shares to
any entity directly or indirectly controlled by or under common control with the
undersigned; provided that, in the case of any transfer or distribution pursuant to clause
(a), (b), (c), (d) or (e) above, each donee, distributee or transferee shall sign and deliver to
Parent, prior to such transfer, a lock-up agreement substantially in the form of this Lock-Up
Letter Agreement. For purposes of this Lock-Up Letter Agreement, “immediate family” shall mean any
relationship by blood, marriage, domestic partnership or adoption, not more remote than first
cousin.
In furtherance of the foregoing, Parent and its transfer agent on its behalf are hereby
authorized (i) to decline to make any transfer of securities if such transfer would constitute a
violation or breach of this Lock-Up Letter Agreement and (ii) to imprint on any certificate
representing Shares a legend describing the restrictions contained herein.
It is understood that if the Merger Agreement entered into in connection with the Merger has
been terminated without the consummation of the Merger, this Lock-Up Letter Agreement shall be
cancelled and of no further force and effect.
The undersigned understands that the Company will proceed with the Merger in reliance on this
Lock-Up Letter Agreement.
The undersigned hereby represents and warrants that the undersigned has full power and
authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will
execute any additional documents necessary in connection with the enforcement hereof. Any
obligations of the undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
For the avoidance of doubt, nothing herein shall be understood to prevent the undersigned from
taking any of the actions described in sections (1) through (4) above with respect to any shares of
Parent’s Common Stock or other securities of Parent acquired by the undersigned through open market
purchases consummated after the date of this Lock-Up Agreement.
If the Parent agrees to enter into any agreement with any other holder (or effects a waiver
with the same effect) of Shares who agreed to enter into a lock-up letter agreement with
substantially the same terms as this Lock-Up Letter Agreement to permit such holder to sell Shares
prior to the Lock-Up Period End Date, which sale would otherwise be restricted by this Lock-Up
Letter Agreement, the Parent shall enter into a similar agreement with (or provide a similar waiver
to) the undersigned to provide for the release of a proportionate number of Shares.
[Signature page follows]
-2-
Other than as set forth above, this Lock-Up Letter Agreement shall terminate upon the Lock-Up
Period End Date. This Lock-Up Agreement shall be construed in accordance with, and governed in all
respects by, the laws of the State of Delaware.
| Very truly yours, |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Dated:
