VOTING AND LOCK-UP AGREEMENT
VOTING
AND LOCK-UP AGREEMENT (this “Agreement”), dated as of this __ day of _______,
2006, by and between __________ (“▇▇▇▇▇▇▇▇”), and MEDASORB TECHNOLOGIES
CORPORATION (the “Company”).
WITNESSETH
WHEREAS,
▇▇▇▇▇▇▇▇ beneficially owns and holds _________ shares (the “Shares”) of common
stock, par value $.001 per share (the “Common Stock”) of the Company;
and
WHEREAS,
____________ has agreed to give the Company an irrevocable voting proxy on
the
Shares and not to dispose of the Shares until June 30, 2007, all as set forth
under the terms and conditions of this Agreement.
NOW
THEREFORE, in consideration of the premises and the mutual representations,
warranties, covenants and agreements hereinafter set forth, the parties hereto
do hereby agree as follows:
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1.
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Grant
of Proxy.
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(a) ____________
hereby appoints the Company to act as the proxy of ____________, and grants
the
Company the power to vote cumulatively or otherwise, (i) the Shares; and (ii)
any shares of Common Stock of the Company acquired by ____________ subsequent
to
the date hereof in respect of the Shares as a result of any stock split or
stock
dividend with respect to the Common Stock (the “Additional Shares”, and together
with the Shares, the “Proxy Shares”) at any annual or special meeting of
stockholders of the Company, or any adjournment or adjournments thereof at
which
the Proxy Shares would be entitled to vote. The Company shall have the right
to
exercise, in person or by its nominees or proxies, all voting rights and powers
granted under the Nevada Revised Statutes in respect of Proxy Shares, and to
take part in or consent to any corporate or shareholder action of any kind
whatsoever permissible under the Nevada Revised Statutes. The right to vote
shall include the right to vote for the election of directors and in favor
of or
against any resolution or proposed action of any character whatsoever that
may
be presented at any meeting or require the consent of shareholders of the
Company.
(b) This
proxy is coupled with an interest and is irrevocable.
(c) The
proxy
provided pursuant to this Agreement shall continue until the earlier to occur
of
(i) June 30, 2008, and (ii) the transfer of the Proxy Shares to an unrelated
third party of ____________ (but solely with respect to the Proxy Shares so
transferred).
2. Voting
Agreement.
____________ further covenants and agrees that at each annual meeting of the
stockholders of the Company, at each special meeting of the stockholders of
the
Company called for any purpose, and at any time at which stockholders of the
Company shall have the right to, or shall, vote for or consent to any matter,
then, in each such event, ____________ shall vote all Proxy Shares, to the
extent the proxy provided for under Section 1 above has been revoked or
otherwise no longer in effect, in the manner instructed by the Company. This
Section 2 shall terminate upon the earlier to occur of (i) June 30, 2008, and
(ii) the transfer of the Proxy Shares to an unrelated third party of
____________ (but solely with respect to the Proxy Shares so
transferred).
3. Restrictive
Legend.
Each
certificate evidencing the Proxy Shares shall be stamped or otherwise imprinted
with a legend in substantially the following form:
THE
TRANSFER OF THESE SECURITIES IS SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING
AND LOCK-UP AGREEMENT DATED AS OF _______ __, 2006, AS IT MAY BE AMENDED FROM
TIME TO TIME, AMONG MEDASORB TECHNOLOGIES CORPORATION AND THE HOLDER OF RECORD
OF THIS CERTIFICATE, AND NO TRANSFER OF SUCH SECURITIES SHALL BE VALID OR
EFFECTIVE EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT AND UNTIL SUCH TERMS AND
CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT
NO
COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO
THE
SECRETARY OF MEDASORB TECHNOLOGIES CORPORATION
4. Dividends
and Distributions.
____________
shall be entitled to receive payments of all dividends and other distributions
with respect to the Proxy Shares and upon the declaration of any dividend
____________ shall receive all such dividends or other distributions to be
distributed by the Company. Any dividends or other distributions consisting
of
(i) Common Stock or (ii) distributions of or conversions into additional shares
of Common Stock shall be subject to the terms of this Agreement on the same
basis as the respective Shares on which such dividends were
declared.
5. Lock-Up.
____________ further agrees that until June 30, 2007, she will not, without
the
prior written consent of the Company, sell, offer to sell, contract or agree
to
sell, hypothecate, pledge or otherwise dispose of or agree to dispose of,
directly or indirectly, any of the Proxy Shares. The foregoing sentence shall
not apply to (a) bona fide gifts, provided the recipient thereof agrees in
writing to be bound by the terms of this Agreement, and (b) dispositions to
any
trust for the direct or indirect benefit of the undersigned and/or the immediate
family of ____________, provided that such trust agrees in writing to be bound
by the terms of this Agreement.
6. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York applicable to agreements made and to be performed
therein.
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7. Counterparts.
This
Agreement may be executed in any number of counterparts and all such
counterparts taken together shall be deemed to constitute one and the same
Agreement.
8. Notices.
All
notices hereunder shall be in writing
and shall be deemed to have been duly given (a) when delivered personally,
(b)
upon receipt of a transmission confirmation (with a confirming copy delivered
personally or sent by overnight courier) if sent by facsimile or like
transmission, or (c) on the next business day when sent by Federal Express,
United Parcel Service, U.S. Express Mail or other reputable overnight courier
for guaranteed next day delivery, as follows.
If
to
____________: at
her
address shown on the books and records of the Company.
If
to the
Company: at
▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
Either
party may change the address to which notices are to be sent to it by giving
written notice of such change of address to the other party in the manner above
provided for giving notice.
IN
WITNESS WHEREOF, the parties hereto have executed this instrument as of the
date
and year first above written.
| ______________________________
_____________
MEDASORB
TECHNOLOGIES CORPORATION
By:
▇▇
▇▇▇▇▇, Chief Executive
Officer
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