Exhibit 10.28
LOCK-UP
AGREEMENT
MIDTOWN PARTNERS & CO.,
LLC
4218 West Linebaugh Avenue
Tampa, FL 33624
|
|
RE:
|
Spheric
Technologies, Inc.
|
|
|
|
Registration
Statement on Form S-1
|
File No.: 333-
Ladies and Gentlemen:
The undersigned is an officer,
director and/or 5% or more stockholder of Spheric Technologies,
Inc., a Nevada corporation (the “Company”), and wishes
to facilitate the initial public offering (the
“Offering”) on a best efforts all or none basis of a
minimum of 1,000,000 and on a best efforts basis, a maximum of
1,333,334 shares (the “Shares”) of the Company’s
common stock, par value $0.001 per share (the “Common
Stock”). The Company has filed a Registration Statement on
Form S-1 (File No.: 333-_________) (the “Registration
Statement”) with the Securities and Exchange Commission (the
“SEC”) to register the Shares under the Securities
Exchange Act of 1933, as amended (the
“Act”).
In consideration of the foregoing,
and in order to induce you to act as the representative of the
underwriters of the Shares (the “Representative”), the
undersigned hereby agrees that he, she or it will not, without your
prior written consent, for a period of twelve (12) months
following the closing date of the Offering, offer to sell,
hypothecate, assign, contract to sell or otherwise sell (including,
without limitation, in a short sale) or dispose of, whether or not
for consideration, directly or indirectly, shares of Common Stock,
or any options or warrants to purchase shares of Common Stock, or
any other securities convertible into or exchangeable for shares of
Common Stock, now owned or hereafter acquired by the undersigned or
with respect to which the undersigned has the power of disposition,
including securities representing stock dividends, stock splits,
recapitalizations, and the like, that are granted to, or received
by the undersigned during the term o
