Exhibit 10.17
LOCK-UP AGREEMENT
THIS AGREEMENT (this “Agreement”) is
dated as of March 13, 2009, by and among MedPro Safety Products,
Inc., a Nevada corporation (the “ Company ”),
and Mr. Warren Rustand (the “ Shareholder ”), a
holder of those Company securities listed on Schedule A attached
hereto (the “ Securities ”).
WHEREAS, the Company and the Shareholder
previously entered into that certain Lock-Up Agreement dated as of
December 5, 2008, (the “ Old Lock-Up
”);
WHEREAS, the Old Lock-Up was joined in by Vision
Opportunity Master Fund, Ltd. (“ VOMF ”), for
whose benefit the Old Lock-Up was entered into pursuant to its
rights under that certain Series A Convertible Preferred Stock
Purchase Agreement dated as of September 5, 2007 (the “
Purchase Agreement ”). Capitalized terms used herein
without definition shall have the same meanings assigned to such
terms in the Purchase Agreement;
WHEREAS, the parties now desire to cancel and
terminate the Old Lock-Up and replace it with the new terms
contained herein;
NOW, THEREFORE, in consideration of the
covenants and conditions hereinafter contained, the parties hereto
agree as follows:
1.
Cancellation of Old Lock-Up . The Old Lock-Up shall be
immediately terminated and will be of no further force or effect
upon the full execution by all parties hereto.
2.
Restriction on Transfer; Term . The Shareholder hereby
agrees with the Company that the Shareholder will not offer, sell,
contract to sell, assign, transfer, hypothecate, pledge or grant a
security interest in, or otherwise dispose of, or enter into any
transaction which is designed to, or might reasonably be expected
to, result in the disposition of (whether by actual disposition or
effective economic disposition due to cash settlement or
otherwise), directly or indirectly, any of the Securities (or any
Common Stock of the Company issuable upon the exercise or
conversion of any of the Securities) from the period commencing on
the date hereof and expiring on the date that is six (6) months
following the effective date of the registration statement filed by
the Company with the Securities and Exchange Commission providing
for the resale of the shares of Common Stock issuable upon
conversion of the Preferred Shares and exercise of the Warrants
issued pursuant to the Purchase Agreement (the “
Period ”). Notwithstanding the foregoing, subject to
applicable securities laws and the restrictions contained in the
Company's certificate of incorporation, the undersigned may
transfer any securities of the Company (including, without
limitation, common stock) as follows: (i) pursuant to the exercise
and issuance of options; (ii) as a bona fide gift or gifts,
provided that the donee or donees thereof agree to be bound in
writing by the restrictions set forth herein; (iii) to any trust
for the direct or indirect benefit of the undersigned or the
immediate family of the undersigned, provided that the trustee of
the trust agrees to be bound in writing by the restrictions set
forth herein; (iv) as a distribution to stockholders, partners or
members of the undersigned, provided that such stockholders,
partners or members agree to be bound in writing by the
restrictions set forth herein; (v) any transfer required under any
benefit plans or the Company's amended and restated bylaws; (vi) as
collateral for any loan, provided that the lender agrees in writing
to be bound by the restrictions set forth herein; (vii) with
respect to sales of securities acquired after the Closing Time in
the open market; or (viii) to any of the Company's current
stockholders, or members or stockholders of the Company's current
stockholders, so long as the purchaser of those shares has agreed,
or agrees, to be bound by a lock-up agreement in substantially the
same form of this Lock-Up Agreement. For purposes of this
agreement, “immediate family” shall mean any
relationship by blood, marriage or adoption, not more remote than
first cousin.
3.
Ownership . During the Period, the Shareholders shall retain
all rights of ownership in the Securities, including, without
limitation, voting rights and the right to receive any dividends,
if any, that may be declared in respect thereof.
4.
Legend . Each certificate or other document representing a
Security held by the Shareholder shall be stamped or imprinted with
a legend referring to the existence of the transfer restrictions
contained herein.
5.
Company and Transfer Agent . The Company is hereby
authorized to disclose the existence of this Agreement to its
transfer agent. The Company and its transfer agent are hereby
authorized to decline to make any transfer of the Securities if
such transfer would constitute a violation or breach of this
Agreement and the Purchase Agreement.
6.
Notices . All notices, demands, consents
