EXHIBIT 10.2
VOTING AND LOCK-UP
AGREEMENT
February 9, 2007
Commonwealth Biotechnologies,
Inc.
601 Biotech Drive
Richmond, Virginia 23235
Attention: Richard J. Freer, Ph.D.
Re: Voting and Lock-Up
Agreement
Dear Dr. Freer:
Reference is made to the Stock
Purchase Agreement dated as of November 24, 2006 (the
“Purchase Agreement”) between Commonwealth
Biotechnologies, Inc., a Virginia corporation, (“CBI”),
PharmAust Chemistry Ltd, an Australian limited company
(“Chemistry”), and PharmAust Limited, an Australian
limited company (“PharmAust”). Terms used but not
defined herein shall have the respective meanings set forth in the
Purchase Agreement. In order to further induce CBI to continue to
seek requisite approval of the Purchase Agreement from CBI’s
shareholders and for other good and valuable consideration, and to
clarify certain matters with respect to the parties, Chemistry and
PharmAust hereby agree as follows:
1. For so long as Chemistry or
PharmAust holds issued and outstanding shares of CBI’s common
stock, each of Chemistry and PharmAust agree, at the discretion of
CBI’s Board of Directors, to vote such shares of CBI’s
common stock in favor of all director designees who are nominated
by the Nominating Committee of CBI’s Board of
Directors.
2. Without the prior written consent
of CBI, which consent shall be in the sole discretion of CBI, each
of Chemistry and PharmAust will not offer, sell, contract to sell,
grant any option to purchase or otherwise dispose of any shares of
CBI’s capital stock, or any securities convertible into or
exercisable or exchangeable for CBI’s capital stock, or
warrants to purchase shares of CBI’s capital stock
(including, without limitation, securities of CBI which may be
deemed to be beneficially owned by the undersigned in accordance
with the rules and regulations of the Securities and Exchange
Commission and securities which may be issued upon the exercise of
a stock option or warrant) for a period of one (1) year after
the date of the Purchase Agreement.
3. Furthermore and in furtherance of
the agreements set forth in Sections 1 and 2 above, each of
Chemistry and PharmAust hereby undertake not to effect any
assignment, transfer or other conveyance of CBI common stock which
would contravene the intent of Sections 1 or 2.
4. The parties hereto agree there
shall be imprinted or otherwise placed, on certificates held by
each of Chemistry and PharmAust the following restrictive
legend:
THE SALE OR TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS
AND CONDITIONS OF A CERTAIN VOTING AND LOCK-UP AGREEMENT AMONG
COMMONWEALTH BIOTECHNOLOGIES, INC. (“CBI”) PHARMAUST
CHEMISTRY, LTD. AND PHARMAUST LIMITED. COPIES OF SUCH AGREEMENT MAY
BE OBTAINED UPO
