Exhibit 10.2
LOCK-UP AGREEMENT
ThisLOCK-UP AGREEMENT (the “Agreement”) is made as of this ___ day of January, 2015, by and between Akers Biosciences, Inc., a New Jersey corporation (the “Company”) and __________, individually (the “Holder”), in connection with the Holder’s ownership of shares of the Company’s common stock (the “Common Stock”).
W I T N E S S E T H :
WHEREAS, on January 8, 2015, pursuant to the Company’s Amended and Restated 2013 Incentive Stock and Award Plan, the Company approved the grant (the “Restricted Stock Grant”) of _____ shares of its restricted Common Stock to Holder for services rendered to the Company in the 2014 fiscal year on the condition that the Holder agrees to lock up the shares under the Restricted Stock Grant (the “Lock-Up Securities”);
NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which consideration is hereby acknowledged, the Holder and the Company hereby agree as follows:
1. Lock-Up Period.
The Holder agrees that, from the date hereof until 4:00 p.m. Eastern Standard Time on ________ (such period, the “Lock-Up Period”), the Holder shall be subject to the lock-up restrictions set forth in Section 2 below.
2. Lock-Up Restriction.
(a) Lock-Up. During the Lock-Up Period, the Holder will not offer, sell, contract to sell, hypothecate or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the sale, hypothecation or disposition (whether by actual or effective economic sale, hypothecation or disposition due to cash settlement or otherwise) by the Holder or any affiliate of the Holder or any person in privity with the Holder or any affiliate of the Holder), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the U.S. Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Lock-Up Securities, unless such transaction is a Permitted Disposition (as defined below).
A “Permitted Disposition” shall include the following: (a) transfers of Lock-Up Securities to a trust for the benefit of the undersigned or as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member of the undersigned (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); or (b) transfers of Lock-Up Securities to a charity or educational institution;provided that in the case of any transfer pursuant to the foregoing clauses (a) or (b), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Company a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made.
(b) Stop Orders. The Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of any Lock-Up Securities of the Company held by the Holder in violation of this Agreement. The Company agrees not to allow any transaction to occur that is inconsistent with this Agreement.
3. Miscellaneous.
(a) At any time, and from time to time, after the signing of this Agreement, the Holder will execute such additional instruments and take such action as may be reasonably requested by the Company to carry out the intent and purposes of this Agreement.
(b) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based on forum non conveniens.The parties executing this Agreement and any other agreements referred to herein or delivered in connection herewith agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
(c) Any and all notices or other communications given under this Agreement shall be in writing and shall be deemed to have been duly given on (i) the date of delivery, if delivered in person to the addressee, (ii) the next business day if sent by overnight courier, or (iii) three (3) days after mailing, if mailed within the continental United States, postage prepaid, by certified or registered mail, return receipt requested, to the party entitled to receive same, at his or its address set forth below:
If to the Company:
Akers Biosciences, Inc.
201 Grove Road
Thorofare, NJ 08086
Tel No.: (856) 848-2116
With a copy to (which shall not constitute notice):
Lucosky Brookman LLP
101 Wood Avenue South, 5th floor
Iselin, NJ 08830
Attn: Joseph M. Lucosky, Esq.
Tel No.: (732) 395-4400
If to the Holder:
_________________
_________________
_________________
Tel No.: _________________
(d) The restrictions on transfer described in this Agreement are in addition to and cumulative with any other restrictions on transfer otherwise agreed to by the Holder or to which the Holder is subject to by applicable law.
(e) This Agreement shall be binding upon Holder, its legal representatives, successors and assigns.
(f) This Agreement may be signed in counterparts and delivered by facsimile signature and delivered electronically.
(g) The Company agrees not to take any action or allow any act to be taken which would be inconsistent with this Agreement.
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IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have executed this Agreement as of the day and year first above written.
| HOLDER: | |||||
| By: | |||||
| _________________, an individual | |||||
| COMPANY: | |||||
| AKERS BIOSCIENCES, INC. | |||||
| By: | |||||
| Name: | Raymond F. Akers, Jr. | ||||
| Title: | Executive Chairman | ||||