Exhibit 10.11
INFOLOGIX, INC.
November ,
2006
[NAME]
c/o InfoLogix, Inc.
101 East County Line Road, Suite 210
Hatboro, PA 19040
Re:
Reverse Merger Lock-Up Agreement
Dear Mr.
:
InfoLogix, Inc. (“
InfoLogix ” or the “ Company ”)
plans to enter into a reverse merger transaction (the “
Reverse Merger ”) with a publicly-traded company,
concurrently with a private placement of a minimum of 6,000,000
shares of Common Stock (the “ Financing Transactions
”). The publicly-traded company, which is called
“ Pubco ” for purposes of this lock-up
agreement, will then succeed to and operate the business of
InfoLogix under the current management of InfoLogix. We
currently expect to close these Financing Transactions on or around
November , 2006. Pubco is not
identified at this time due to securities regulations regarding
“insider” knowledge of upcoming transactions involving
publicly-traded securities.
You are, or will be in the future, a
holder (a “ Holder ”) of (i) outstanding shares
of common stock of InfoLogix, or (ii) stock options to purchase
shares of common stock, which, if we are successful in closing the
Financing Transactions, will be exchanged for Common Stock of Pubco
(or, in the case of stock options, options to purchase Pubco Common
Stock) (the “ Pubco Shares ”) following the
Financing Transactions.
It is essential to the success of
the Financing Transactions that the Company and its financial
advisors can give comfort to potential investors that the
“after market” for the Pubco Shares will not be
disrupted by a very substantial block of shares being sold in an
inappropriate fashion.
By signing and returning this
agreement in the manner indicated below, you hereby agree
not to, directly or indirectly, sell, contract to sell or
otherwise transfer any of the Pubco Shares beneficially owned by
you (your “ Holdings ”) until the first
anniversary of the closing date of the Financing
Transactions. After the first anniversary of the closing date
of the Financing Transactions, you may sell up to 50% of your
Holdings through the second anniversary of such closing date.
After the sec
