Exhibit
4.2
LOCK-UP
AGREEMENT
THIS LOCK-UP
AGREEMENT (the " Agreement ") is made and entered
into on February 16, 2007 between the stockholders set forth on the
signature page to this Agreement (each, a " Holder
") and Concept Ventures Corporation, a Nevada corporation (the "
Company ").
RECITALS
A.
The Company has determined that it
is advisable and in its best interest to enter into that certain
Securities Purchase Agreement, dated February ___, 2007 (the "
Purchase Agreement ") with the Investors named
therein (the " Investors "), pursuant to which the
Company will issue and sell in a private offering securities of the
Company (the " Offering "). Capitalized terms used
and not otherwise defined herein that are defined in the Purchase
Agreement will have the meanings given such terms in the Purchase
Agreement.
B. In connection with the Offering, the Company
has agreed to provide the Investors certain registration rights,
and in furtherance thereof has agreed to file a registration
statement to enable the Investors to resell certain of the
securities subject of the Offering.
C. It is a condition to the Investors' respective
obligations to close under the Purchase Agreement and provide the
financing contemplating by the Offering that each Holder execute
and deliver to the Company this Agreement.
D. In contemplation of, and as a material
inducement for the Investors to enter into, the Purchase Agreement,
the Holder and the Company have each agreed to execute and deliver
this Agreement.
NOW, THEREFORE,
for and in consideration of the mutual covenants and agreements set
forth herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties, intending to be legally bound, agree as
follows:
1. Effectiveness of Agreement
. This Agreement shall become null
and void if the Purchase Agreement is terminated prior to
closing.
The Holder has
independently evaluated the merits of its decision to enter into
and deliver this Agreement, and such Holder confirms that it has
not relied on the advice of the Company or any other
person.
2. Representations and Warranties
. Each of the parties hereto, by
their respective execution and delivery of this Agreement, hereby
represents and warrants to the others and to all third party
beneficiaries of this Agreement that (a) such party has the full
right, capacity and authority to enter into, deliver and perform
its respective obligations under this Agreement, (b) this Agreement
has been duly executed and delivered by such party and is the
binding and enforceable obligation of such party, enforceable
against such party in accordance with the terms of this Agreement
and (c) the execution, delivery and performance of such
party’s obligations under this Agreement will not conflict
with or breach the terms of any other agreement, contract,
commitment or understanding to which such party is a party or to
which the assets or securities of such party are bound.
3. Beneficial Ownership . Holder hereby represents and warrants that it
does not beneficially own (as determined in accordance with Section
13(d) of the Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder) any shares of Common Stock, or
any economic interest therein or derivative therefrom, other than
those shares of Common Stock specified on its signature page to
this Agreement. For purposes of the Agreement the shares of Common
Sto
