LOCK-UP AGREEMENT

Reference is made to those discussions between Omnimmune Corp., a Texas corporation (“Omnimmune”) and Omnimmune Holdings, Inc., a Delaware corporation (the “Company”), relating to a proposed business combination between Omnimmune and the Company and a related private placement financing (the “Transactions”).  In connection with the Transactions, the Company and Omnimmune contemplate entering into a proposed Merger Agreement (the “Merger Agreement”) pursuant to which Omnimmune’s equity holders shall receive common stock (the “Common Stock”) and Common Stock equivalents of the Company in consideration for equity of Omnimmune held by them at the effective time of the merger.  In consideration of the Company and Omnimmune entering into the Transactions, the undersigned hereby agrees as follows:

1.           The undersigned hereby covenants and agrees, except as provided herein, not to (1) offer, sell, contract to sell, grant any option to purchase, hypothecate, pledge, or otherwise dispose of or (2) transfer title to (a “Prohibited Sale”) any of the shares of Common Stock or Common Stock equivalents acquired by the undersigned prior to the date hereof or pursuant to or in connection with the Merger Agreement (collectively, the “Acquired Shares”), during the period commencing on the Closing Date (as that term will be defined in the Merger Agreement) and ending on the 9-month anniversary of the Closing Date (the “Lockup Period”), without the prior written consent of the Placement Agent (as defined below).

2.           Notwithstanding the foregoing, the undersigned shall be permitted during the Lockup Period, without the consent of the New Castle Fin