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EX-10.6
Execution
Copy
LOCK-UP AGREEMENT, dated as November 26, 2007, by ARP BioMed, Ltd. , a limited
liability company incorporated under the laws of the State of
Israel, with its business address for purposes hereof at c/o Mr.
Yair Aloni, 12A Shbazi Street, Neve Tzedek, Tel Aviv, Israel
(“ Seller”
), for the benefit of GammaCan International, Inc. , a corporation incorporated under the laws of the State of
Delaware, with its business address for purposes hereof at 39
Jerusalem Street, Kiryat Ono, 55423, Israel (the “
Purchaser ”). All capitalized terms used, but not otherwise
defined, herein shall have the respective definitions assigned
thereto in the Share Purchase Agreement (as hereinafter
defined).
In order to induce Purchaser to execute and
deliver the Purchase Agreement, the Seller hereby agrees as
follows:
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1.1. |
Lock-Up
. Without limiting the provisions of applicable
U.S. or other securities laws, and in addition thereto:
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1.1.1. |
From the date of the execution
of the Share Purchase Agreement (the “ Share Purchase Agreement ”) dated as of November 26, 2007 (the “
Execution Date ”) until the date 18 months following the Execution
Date, Seller will not offer, sell, contract to sell, hypothecate,
pledge or otherwise dispose of or enter into any transaction which
is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic
disposition due to cash settlement or otherwise) by the Seller or
any Affiliate (as such term is defined below) of the Seller or any
person in privity with the Seller, 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 Exchange Act with respect to, any
of the Issued Shares, Warrants, Additional Warrants or shares
issuable upon exercise of the Warrants or the Additional Warrants,
or any security related to or derivative of any of the
Purchaser’s Securities, or any other shares of Common Stock
of the Purchaser beneficially owned, held or hereafter acquired by
the Seller with respect to the Purchaser’s Securities
(collectively, the “ Restricted
Transactions ” and the
“ Securities
”, respectively). Notwithstanding the
above, the Seller may transfer the Securities to its shareholders,
and by its shareholders to their respective Permitted Transferees,
subject to the conditions and limitations set forth in the Share
Purchase Agreement who shall be subject to the terms of this
Agreement.
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1.1.2. |
From the date which is the date
18 months following the Execution Date, and until the date which is
the 24-month anniversary of the Execution Date, Seller shall be
permitted to effect a Restricted Transaction only with respect to
one sixth (1/6) of the Issued Shares, or the shares of the
Purchaser issued as a result of the exercise of the Warrant and the
Additional Warrant, on an accumulative basis, such
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that on the 24-month anniversary
of the Execution Date all Securities shall be released of any
restriction under this Section 1.1.
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1.1.3. |
For purposes hereof, beneficial
ownership shall be calculated in accordance with Section 13(d) of
the Exchange Act, and the term “ Affiliates ” shall have
the meaning ascribed to it in the U.S. securities laws.
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1.1.4. |
Without limiting any
other
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