EXHIBIT 10.15
KEY-PERSON LOCK-UP AGREEMENT
August 26, 2004
Trafalgar Ventures Inc.
c/o Cyberkinetics, Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Re: PROPOSED MERGER OF CYBERKINETICS, INC. (THE "COMPANY")
Ladies & Gentlemen:
The undersigned is an owner of record or beneficially of certain
shares of Common Stock of the Company ("Common Stock") or securities convertible
into, exchangeable, or exercisable for Common Stock. The Company has entered
into a Merger Agreement pursuant to which the undersigned would receive shares,
or securities exercisable or convertible into shares, of common stock of
Trafalgar Ventures Inc., a Nevada company ("Trafalgar") (the "Securities"), in
exchange for Common Stock, or securities exercisable or convertible into Common
Stock, of the Company (the "Merger"). The undersigned recognizes that the Merger
will be of benefit to the undersigned. The undersigned acknowledges that the
Company and other parties to the Merger are relying on the representations and
agreements of the undersigned contained in this letter in carrying out the
Merger.
In consideration of the foregoing, the undersigned hereby agrees
that the undersigned will not, without the prior written consent of Trafalgar
(which consent may be withheld in its sole discretion), directly or indirectly,
sell, offer, contract, or grant any option to sell (including without limitation
any short sale), pledge, transfer, establish an open "put equivalent position"
within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder (collectively,
the "Exchange Act") or otherwise dispose of (collectively, a "Disposition") any
shares of Trafalgar common stock currently or hereafter owned either of record
or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the
undersigned, or publicly announce the undersigned's intention to do any of the
foregoing, for a period commencing on the date hereof and continuing: (1) as to
fifty percent (50%) of the shares of Trafalgar common stock held by the
undersigned, through the earlier of (i) the close of trading on the second
anniversary of the date of the Merger, or (ii) the first day following the first
anniversary of the Merger when, for a period of 20 consecutive trading days, the
average stock price for Trafalgar's shares of common stock is greater than $8
per share and the average daily trading volume is over 50,000 shares (the "First
Release"); and (2) as to the remaining shares of Trafalgar common stock held by
the undersigned, until 180 days after the First Release (collectively, the
"Lock-up Period").
The foregoing restriction has been expressly agreed to preclude the
holder of the Securities from engaging in any hedging or other transaction which
is designed to or reasonably expected to lead to or result in a Disposition of
shares of Trafalgar common stock during the Lock-up Period, even if such shares
of Trafalgar common stock would be disposed of by someone other than such
holder. 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 any shares of Trafalgar common stock or with respect to
any security (other than a broad-based market basket or index) that included,
relates to, or derives any significant part of its value from shares of
Trafalgar common stock.
KEY-PERSON LOCK-UP
The undersigned also agrees and consents to the entry of stop
transfer instructions with the Trafalgar's transfer agent and registrar against
the transfer of the shares of Trafalgar common stock or securities convertible
into or exchangeable or exercisable for shares of Trafalgar common stock held by
the undersigned except in compliance with the foregoing restrictions.
This Agreement is irrevocable and will be binding on the undersigned
and the respective successors, heirs, personal representatives, and assigns of
the undersigned.
Nothing in this Lock-up Agreement shall constitute an obligation to
purchase shares of Common Stock or any other securities of the Company or of
Trafalgar.
__________________________________
Printed Name of Holder
By:_______________________________
Signature
______________________________
Printed Name of Person Signing
(and indicate capacity of person signing if
signing as custodian, trustee, or on behalf
of an entity)
KEY-PERSON LOCK-UP
