eXegenics,
Inc.
1250 Pittsford-Victor Road
Building 200, Suite 280
Pittsford, New York 14534
Ladies and Gentlemen:
The undersigned, a
holder of shares of __________________ (“ Company
”), desires that the Company merge with and into a
wholly-owned subsidiary of eXegenics, Inc. (“ Parent
”) (the “ Merger ”). 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 Common Stock or any other securities of
Parent convertible into or exercisable for Parent 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 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 described in
clause (1) or (2) above 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 securities convertible
into or exercisable or exchangeable for 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 second anniversary of the closing of the Merger.
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