EXHIBIT 10.3
INKSURE TECHNOLOGIES, INC.
FORM OF LOCK-UP AGREEMENT
April 8, 2008
InkSure Technologies Inc.
1770 N.W. 64th Street
Fort Lauderdale, Florida 33309
Re: INKSURE TECHNOLOGIES INC. - LOCK-UP AGREEMENT
Dear Sirs:
This Lock-Up Agreement is being delivered to you in connection
with the
Amendment, Exchange and Purchase Agreements (the "AMENDMENT,
EXCHANGE AND
PURCHASE AGREEMENTS"), dated as of April 8, 2008, by and among
InkSure
Technologies Inc. (the "COMPANY") and each of the investors party
thereto (the
"BUYERS"), with respect to the issuance to each Buyer of (i) senior
secured
convertible notes of the Company (the "NOTES"), which will, among
other things,
be convertible into shares of the Company's common stock, $0.01 par
value per
share (the "COMMON STOCK", as converted, the "CONVERSION SHARES")
in accordance
with the terms of the Notes and (ii) two (2) series of warrants
(the
"WARRANTS"), which will be exercisable to purchase shares of Common
Stock (as
exercised collectively, the "WARRANT SHARES"). Capitalized terms
used herein and
not otherwise defined herein shall have the respective meanings set
forth in the
Amendment, Exchange and Purchase Agreements.
In order to induce the Buyers to enter into the Amendment,
Exchange and
Purchase Agreements, the undersigned agrees that, commencing on the
date hereof
and ending on the date one hundred eighty (180) calendar days after
the Closing
Date (the "LOCK-UP PERIOD"), the undersigned will not (i) sell,
offer to sell,
contract or agree to sell, hypothecate, pledge, grant any option to
purchase,
make any short sale or otherwise dispose of or agree to dispose of,
directly or
indirectly, any shares of Common Stock, or establish or increase a
put
equivalent position or liquidate or decrease a call equivalent
position within
the meaning of Section 16 of the Securities and Exchange Act of
1934, as
amended, and the rules and regulations of the Securities and
Exchange Commission
promulgated thereunder with respect to any shares of Common Stock
owned directly
by the undersigned (including holding as a custodian) or with
respect to which
the undersigned has beneficial ownership within the rules and
regulations of the
Securities and Exchange Commission, or (ii) enter into any swap or
other
arrangement that transfers to another, in whole or in part, an
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