Exhibit 10.9
LOCK-UP AGREEMENT
This LOCK-UP AGREEMENT (this
“ Agreement ”), dated as of September 30,
2008, is entered into by and among Unigene Laboratories, Inc., a
Delaware corporation (the “ Company ”), and the
lender(s) listed on the signature page hereto (each, a “
Holder ” and collectively, the “ Holders
”).
WHEREAS:
A . In connection with that
certain Financing Agreement, dated as of even date herewith, by and
among the Company, Victory Park Management, LLC, as administrative
agent and collateral agent, and the Holders (the “
Financing Agreement ”), the Company has agreed, upon
the terms and subject to the conditions of the Financing Agreement,
to issue and sell on the date hereof to each Holder certain shares
of the Company’s common stock, par value $0.01 per share (the
“ Common Stock ”).
B . To induce the Company to
execute and deliver the Financing Agreement, each Holder has agreed
to enter into this Agreement.
C . This Agreement
constitutes a Transaction Document (as defined in the Financing
Agreement).
NOW, THEREFORE,
in consideration of the premises and
the mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and each of the Buyers hereby agree as
follows:
1. For a period of one (1) year
from the date hereof (the “ Lock-Up Period ”),
no Holder will, without the prior written consent of the Company,
directly or indirectly, (i) offer, sell, assign, transfer,
pledge, contract to sell (if such sale would or could be
consummated within the Lock-Up Period) or otherwise dispose of
(collectively, “ Transfer ”) any shares of
Common Stock issued to such Holder pursuant to the Financing
Agreement (“ Financing Shares ”). For the
purpose hereof, the term “ Transfer ” includes
the entry into any swap, hedge or similar agreement or arrangement
that transfers, in whole or in part, the economic risk of ownership
of the Financing Shares or any short selling of the Financing
Shares; provided , however , that nothing in this
Agreement shall prevent a Holder from entering into any legally
permissible hedge or collar transaction (or similar transaction)
that does not permit or require the Financing Shares to be
transferred into the open market or that does not result in a
change of beneficial ownership of the Financing Shares prior to the
expiration of the Lock-Up Period.
2. Notwithstanding the foregoing,
each H
