Striker Energy Corp.: Exhibit 10.2 - Filed by newsfilecorp.com






Management Stock Agreement

This Management Stock Agreement (the “Agreement”) is
dated effective July 1, 2010 (the “Effective Date”). 

BETWEEN:

		STRIKER ENERGY CORP., a Company formed
      pursuant to the laws of the State of Nevada and having an office for
      business located at 360 Bay Street, Suite 901, Toronto, Ontario, Canada
	
	 	  	 
	 	(the “Company”) 	 
	 	  	 
	 	AND: 	 
	 	  	 
		DAVID TOUSLEY, an individual resident of
      the State of Kansas whose address is 14610 Pawnee Street, Leawood, KS
      66224 	
	 	 	 
	 	(“Tousley”) 	 


WHEREAS:

	A) 	
      The Company wishes to align management’s interests with
      its performance;

	 	 
	B) 	
      Tousley, who is a shareholder of the Company and the
      Chief Financial Officer of the Company’s operating subsidiary, PediatRx
      Inc., wishes to demonstrate his commitment to the Company by placing
      400,000 shares of the Company’s common stock (the “Performance
      Shares”) into an account (the “Designated Account”) over which
      the Company will have sole authority to effect transfer and cancellation
      pursuant to the terms of this Agreement; and

	 	 
	C) 	
      the Company proposes to agree to effect transfer and
      cancellation of the Performance Shares from the Designated Account
      pursuant to the terms of this Agreement.







NOW THEREFORE in consideration of the premises, the mutual
covenants and agreements hereinafter set forth and for other good and valuable
consideration, the Company and Tousley hereby covenant and agree as follows:

1.               
RECITALS

The Parties acknowledge that the Recitals set forth above are
accurate and they are hereby incorporated into this Agreement.

2.               
AUTHORITY TO AMEND.

This Agreement shall not be terminated, revoked, rescinded,
altered or modified in any respect without the prior consent of the parties
hereto. The consent of the Company to any such action shall only be effective if
it is given pursuant to the unanimous written and informed consent of the
Company’s board of directors.

3.               
SHARES NON-TRANSFERABLE.

So long as the Performance Shares remain subject to the terms
and conditions hereof, they shall not be sold, pledged, hypothecated,
transferred, alienated, assigned or otherwise disposed of, in whole or in part,
in any manner whatsoever, without the prior consent of the parties hereto.

4.               
VOTING RIGHTS.

The Performance Shares shall be considered to be issued and
outstanding shares of the Company and shall enjoy all voting rights accorded to
all other issued and outstanding shares of the same class.

5.               
PARTICIPATION IN DIVIDEND.

Except as expressly provided to the contrary in this Agreement,
the Performance Shares shall enjoy all dividend privileges accorded to all other
issued and outstanding shares of the same class.

6.               
DIVIDENDS ON DISSOLUTION OR LIQUIDATION.

	6.1 	
      If a dividend or distribution paid to holders of the
      Company’s common stock is in an amount (calculated on a per share basis)
      that is less than the adjusted price per share of the “highest priced
      financing” (as hereinafter defined) plus an amount equal to 10% thereof per
year (prorated for any partial year) for the period between the closing date of
the highest priced financing and the date payment (the “Payment Date”) of the
Company’s dividend or distribution, and the dividend or distribution is
paid;








	 	(a) 	directly or indirectly from the proceeds of, or otherwise
      as a result of, the dissolution of the Company or of any subsidiary or
      subsidiaries; or
	 	 	 
	 	(b) 	
      directly or indirectly from the proceeds of, or otherwise
      as a result of, the sale of all or substantially all of the Company’s
      assets or those of any of its subsidiaries,




		
      then in any such event the Performance Shares shall be
      cancelled effective as of the moment in time immediately prior to the
      record date for payment of the dividend or distribution (or, where there
      is no record date, immediately prior to the time of Payment on the Payment
      Date).

	 	 
	6.2 	
      If the Company or any of its subsidiaries files (or has
      filed against it) a proceeding in bankruptcy or any similar insolvency
      proceeding, or a receiver is appointed in respect of its assets or those
      of any subsidiary, then the Performance Shares shall be cancelled
      effective as of the date and time of the filing of such proceeding or
      appointment.

	 	 
	6.3 	
      Except as set forth in Section 6.1 or 6.2, above, the
      Performance Shares shall participate in any dividend or distribution paid
      to the Company’s common shareholders during the term of this
    Agreement.

	 	 
	6.4 	
      For the purposes of this Section and Section 8.4(d) of
      this Agreement, the term “highest priced financing” shall mean the
      financing completed by the Company for the sale of equity (or securities
      convertible into equity) that has generated the highest price per
      share.



7.               
STOCK SPLITS OR OTHER RECLASSIFICATION.

Any shares issued to Tousley pursuant to a stock split or
reclassification of Performance Shares shall be held in the Designated Account,
and such additional shares shall be subject to the terms and conditions of this
Agreement. Similarly, any and all distributions of shares issued by reason of
the ownership of the Performance Shares, shall likewise be held in
the Designated Account, subject to the terms and conditions of this
Agreement.




8.              TRANSFER
OF PERFORMANCE SHARES.

	8.1 	
      The term “Performance Shares” as used in this Agreement
      shall describe only those common shares of the Company that are actually
      held in the Designated Account at the time of reference. For clarity,
      common shares that have never been deposited into the Designated Account,
      and common shares that have, at the time of reference, already been
      transferred out of the Designated Account are not “Performance Shares” for
      the purposes of this Agreement.

	 	 	 
	8.2 	
      Transfer of the Performance Shares will be initiated by a
      written petition a “Petition”) from Tousley to the Company’s board
      of directors (the “Board”). The petition is to include:

	 	 	 
		a) 	
      Designation of the pertinent Performance
  Milestone,

	 	 	 
		b) 	
      Description of the Performance Milestone achieved
      including supporting documents (i.e. financial statements),

	 	 	 
		c) 	
      At the request of the Board, evidence satisfactory to the
      Board, acting reasonably, that the designated Performance Milestone has
      been achieved, and

	 	 	 
		d) 	
      detailed instructions to transfer a specific number of
      shares to a specific person, specifying, at a minimum, the name, address
      and taxpayer identification of the transferee.

	 	 	 
		
      If the requested transfer is approved by the unanimous
      written consent of the Board, the Company’s board of directors will direct
      the transfer of the Performance Shares described in the
petition.

	 	 	 
	8.3 	
      The Board may cause the transfer to be effected at such
      time as the Company has been current in its obligations to applicable
      regulators and compliant with all applicable laws for a period of ninety
      (90) days prior to the effective date of the transfer of the Performance
      Shares and any of the terms described in this Section 8.

	 	 	 
	8.4 	
      The Performance Shares will be subject to transfer as
      follows (the "Performance Milestones”):

	 	 	 
		







	a) 	
      By executing and delivering this Agreement to Tousley,
      the Company acknowledges that the first Performance Milestone – the
      acquisition of the rights to market and distribute GRANISOLTM by
      September 1, 2010 – was timely achieved and the Company hereby consents to
      the immediate transfer of 133,334 Performance Shares upon the submission
      of an abbreviated Petition containing only the information required in
      Section 8.2(d), above.

	 	 	 
	b) 	
      In the event that the Company achieves the following
      Performance Milestone for quarters ended not later than December 31, 2011,
      133,333 of the Performance Shares, adjusted to account for shares issued
      pursuant to Section 7 of this Agreement, if applicable (“Tranche A”)
      are subject to transfer at Tousley’s petition:

	 	 	 
		i. 	
      the Company has reported Gross Sales per Share of
      $0.25, as Gross Sales per Share is defined in SCHEDULE A,
      and;

	 	 	 
	c) 	
      In the event that the Company achieves the following
      Performance Milestones for quarters ended not later than December 31,
      2013, 133,333 of the Performance Shares, adjusted to account for shares
      issued pursuant to Section 7 of this Agreement, if applicable, in addition
      to Tranche A shares not transferred to date are subject to transfer at
      Tousley’s petition:

	 	 	 
		i. 	
      the Company has reported Gross Sales per Share of
      $1.11, as Gross Sales per Share is defined in SCHEDULE A
      and;

	 	 	 
		ii. 	
      in the same period as that described in Section 8.3(c)i,
      the Company has reported EBITDA per Share of $0.20, as EBITDA
      per Share is defined in SCHEDULE B



or

in the same period as that described
in Section 8.3(c)i, the Company has reported Net Income per Share of
$0.07, as Net Income per Share is defined in SCHEDULE B and;

	 	d) 	
      In the event that the Company achieves the following
      Performance Milestone by December 31, 2015, all of the shares held in the
      Designated Account are subject to transfer at Tousley’s
  petition:







a binding agreement for the sale of
the Company has been reached with the acquirer for a value per share equal to or
greater than the adjusted share price of the highest priced financing plus 10%
per year for the period between the closing date of the highest priced financing
and the effective date of the sale of the Company.

Transfer will be conditional on
successful closing of the sale at terms that meet the Performance Milestone
described in this Section 8.4(d) . If the sale is not completed, the shares held
in the Designated Account will remain subject to this Agreement. If the terms at
closing do not meet the Performance Milestone described in this Section 8.4(d)
then all of the shares held in the Designated Account will be returned to the
Company for cancellation at the moment in time immediately prior to closing.

For the purposes of this Section 8.4(d)
  of this Agreement, the term “Value” is defined as the total valuation of
  the Company in an acquisition by a third party or in a merger with a third party
  (but excluding any vertical or lateral mergers with related parties) plus the
  value of cash and short-term investments and accounts receivable less the value
  of debt and accounts payable.

9.               
DURATION AND TERMINATION; CANCELLATION.

	9.1 	
      This Agreement will expire on December 31, 2016. If by
      such expiration date the conditions for transfer have not been met, then
      the Board will direct all shares remaining in the Designated Account to be
      cancelled. This Agreement will terminate automatically if the Company
      ceases to exist and no successor becomes a party to this
  Agreement.

	 	 
	9.2 	
      In the event that Tousley resigns his position, or is
      terminated for cause as that term is defined in his consulting or
      employment agreement with the Company or its wholly-owned subsidiary,
      PediatRx Inc., during the term of this Agreement, then the Company’s board
      of directors will direct that all shares remaining in the Designated
      Account be cancelled.




10.                FEES AND ACKNOWLEDGMENT.

The Company will pay fees associated with the Designated Account, fees for transfers from the Designated Account relating to the Performance Shares, and legal fees incurred in connection with any transfer of Performance Shares. Each party to this
  Agreement will bear responsibility for paying their own fees other than those described in this Section 9.





11.               
BINDING AGREEMENT.

The terms and conditions of this Agreement shall be binding on
the successors of the parties hereto. Neither party may assign its rights or its
obligations under this Agreement without the express written consent of the
other party, which consent may be granted or withheld by the other party, in its
sole discretion.

GENERAL PROVISIONS

12.               
AUTHORIZATION.

Each party represents and warrants that it is fully authorized
and empowered to enter into this Agreement and perform its obligations
hereunder, and that performance of this Agreement will not violate any agreement
between it and any other person, firm or organization nor breach any provisions
of its constating documents or governing legislation.

13.               
NO OTHER AGREEMENT.

This Agreement and the Schedules hereto cancel and supersede
any existing agreement or other arrangement between the Company and Tousley as
such agreement or arrangement pertains to the Performance Shares.

14.               
COMPLIANCE WITH POLICIES AND LAWS.

Each party will abide by all laws applicable to the Company, in
each jurisdiction that the Company does business, including without limitation
applicable securities laws, rules and regulations and the rules of any stock
exchange or market upon which the Company’s securities are listed or quoted.

15.               
GOVERNING LAW.

This Agreement will be construed and interpreted in accordance
with the laws of the State of New Jersey applicable therein, and will be treated
in all respects as a State of New Jersey contract. The parties irrevocably
attorn to the exclusive jurisdiction of the courts of the State of New Jersey
with respect to any legal proceedings arising under this Agreement.




16.  NOTICES.

	16.1 	
      Any notice in writing required or permitted to be given
      hereunder must be delivered by courier or
personally,



in the case of the Company to:

ATTN: Board of Directors 
Striker
Energy Corp 
360 Bay Street 
Suite 901 
Toronto, Ontario 
M5H 2V6

Fax: 416-352-5239

in the case of Tousley to:

David Tousley 
14610 Pawnee Street

Leawood, KS, 66224 
USA

	16.2 	
      Any notice delivered by courier or personally is
      effective on the actual date of delivery. Either party may change its
      address for giving of notices hereunder by notice in writing to the other
      party.



17.               
INDEPENDENT LEGAL ADVICE.

The Company has obtained legal advice concerning this Agreement
and has requested that Tousley obtain independent legal advice with respect to
this Agreement. Tousley hereby represents and warrants to the Company that he
has been advised to obtain independent legal advice, and that, prior to the
execution of this Agreement, he has obtained independent legal advice or has, in
his discretion, knowingly and willingly elected not to do so

18.               
SEVERABILITY.

If any provision contained herein is determined to be void or
unenforceable for any reason, in whole or in part, it will not be deemed to
affect or impair the validity of any other provision contained herein and the
remaining provisions will remain in full force and effect to the fullest extent
permissible by law.

19.                 CURRENCY.

Except as expressly provided in this Agreement, all amounts in
this Agreement are stated and will be paid in U.S. currency.




20.               
FURTHER ASSURANCES.

Each party to this Agreement will do, execute and deliver, or
will cause to be done, executed and delivered, all such further acts, documents
and things as may reasonably be required for the purposes of giving effect to
this Agreement which may include, but shall not be limited to, issuance of
additional shares, surrender of shares, and making such reports and furnishing
such information as shall be deemed advisable or necessary in the premises.

21.               
COUNTERPARTS/FACSIMILE EXECUTION.

This Agreement may be executed in several counterparts and each
counterpart will together constitute one original document. Delivery of an
executed copy of this Agreement by electronic facsimile transmission or other
means of electronic communication capable of producing a printed copy will be
deemed to be execution and delivery of this Agreement as of the date set forth
on page one of this Agreement

22.               
PARTIES’ ACKNOWLEDGEMENT.

The parties hereto hereby acknowledge that:

	
  sufficient time was provided to review this Agreement thoroughly; 

  
	
  the terms of this Agreement and the obligations hereunder have been read
  and are understood; and 

  
	
  a copy of this Agreement has been received by each of the parties.







IN WITNESS WHEREOF the parties have executed this
Agreement as of the date first above written.

STRIKER ENERGY CORP.

Per: /s/ Joseph
Carusone
       Joseph Carusone,
President and CEO

	SIGNED, SEALED and DELIVERED by 	 }	  
	DAVID TOUSLEY in the presence of: 	 }	  
	  	 }	  
	  	 }	  
	Signature 	 }	  
	  	 }	  
	 	 }	 
	Print Name 	 }	/s/
      David Tousley 
	  	 }	DAVID TOUSLEY 
	 	 }	 
	Address 	 }	  
	  	 }	  
	  	 }	  
	  	 	  
	 	 	 
	Occupation 	 	  






SCHEDULE A

Calculation of Gross Sales per Share

Gross Sales is defined as the Company’s total revenue from sales
as it is expressed in the Company’s financial statements filed with the SEC.

Gross Sales per Share will be calculated as follows, where the
value in line ‘m’ is the defined Gross Sales per Share for the purposes of this
agreement.

Quarters ‘A’, ‘B’, ‘C’, and ‘D’ are consecutive quarters filed
with the SEC, though not necessarily in the same fiscal or calendar year.

Quarter ‘A’

	Gross Sales: 	_$_____________ 	(a) 
	Weighted Average Shares Outstanding: 	_______________  	(b) 
	 	 	 
	(a) divided by (b): 	_$_____________ 	(c) 
	 	 	 
	Quarter ‘B’ 	  	  
	 	 	 
	Gross Sales: 	_$_____________ 	(d) 
	Weighted Average Shares Outstanding: 	_______________    	(e) 
	 	 	 
	(d) divided by (e): 	_$_____________ 	(f) 
	 	 	 
	Quarter ‘C’ 	  	  
	 	 	 
	Gross Sales: 	_$_____________ 	(g) 
	Weighted Average Shares Outstanding: 	_______________    	(h) 
	 	 	 
	(g) divided by (h): 	_$_____________ 	(i) 
	 	 	 
	Quarter ‘D’ 	  	  
	 	 	 
	Gross Sales: 	_$_____________ 	(j) 
	Weighted Average Shares Outstanding: 	_______________    	(k) 


 

	(j) divided by (k): 	_$_____________ 	(l) 
	  	  	  
	Gross Sales per Share 	  	  
	(c) plus (f) plus (i) plus (l) 	_$_____________ 	(m) 






SCHEDULE B

Calculation of EBITDA per Share

EBITDA is defined as the Company’s earnings before interest,
tax, depreciation, and amortization as it is expressed in the Company’s
financial statements filed with the SEC.

EBITDA per Share will be calculated as follows, where the value
in line ‘m’ is the defined EBITDA per Share for the purposes of this
agreement.

Quarters ‘A’, ‘B’, ‘C’, and ‘D’ are consecutive quarters filed
with the SEC, though not necessarily in the same fiscal or calendar year.

	Quarter ‘A’ 	  	  
	 	 	 
	EBITDA: 	_$_____________ 	(a) 
	Weighted Average Shares Outstanding: 	_______________   
    	(b) 
	 	 	 
	(a) divided by (b): 	_$_____________ 	(c) 
	 	 	 
	Quarter ‘B’ 	  	  
	 	 	 
	EBITDA: 	_$_____________ 	(d) 
	Weighted Average Shares Outstanding: 	_______________   
    	(e) 
	 	 	 
	(d) divided by (e): 	_$_____________ 	(f) 
	 	 	 
	Quarter ‘C’ 	  	  
	 	 	 
	EBITDA: 	_$_____________ 	(g) 
	Weighted Average Shares Outstanding: 	_______________   
    	(h) 
	 	 	 
	(g) divided by (h): 	_$_____________ 	(i) 
	 	 	 
	Quarter ‘D’ 	  	  
	 	 	 
	EBITDA: 	_$_____________ 	(j) 


 

	Weighted Average Shares Outstanding: 	_______________   
    	(k) 
	 	 	 
	(j) divided by (k): 	_$_____________ 	(l) 
	 	 	 
	EBITDA per Share 	  	  
	(c) plus (f) plus (i) plus (l) 	_$_____________ 	(m) 






SCHEDULE C

Calculation of Aggregate Net Income per Weighted Average
Share

Net Income is defined as the Company’s earnings after interest,
tax, depreciation, and amortization as it is expressed in the Company’s
financial statements filed with the SEC.

Net Income per Share will be calculated as follows, where the
value in line ‘m’ is the defined Net Income per Share for the purposes of this
agreement.

Quarters ‘A’, ‘B’, ‘C’, and ‘D’ are consecutive quarters filed
with the SEC, though not necessarily in the same fiscal or calendar year.

	Quarter ‘A’ 	  	  
	Net Income: 	_$_____________ 	(a) 
	Weighted Average Shares Outstanding: 	_______________   
    	(b) 
	 	 	 
	(a) divided by (b): 	_$_____________ 	(c) 
	 	 	 
	Quarter ‘B’ 	  	  
	 	 	 
	Net Income: 	_$_____________ 	(d) 
	Weighted Average Shares Outstanding: 	_______________   
    	(e) 
	 	 	 
	(d) divided by (e): 	_$_____________ 	(f) 
	 	 	 
	Quarter ‘C’ 	  	  
	 	 	 
	Net Income: 	_$_____________ 	(g) 
	Weighted Average Shares Outstanding: 	_______________   
    	(h) 
	 	 	 
	(g) divided by (h): 	_$_____________ 	(i) 
	 	 	 
	Quarter ‘D’ 	  	  
	 	 	 
	Net Income: 	_$_____________ 	(j) 


 

	Weighted Average Shares Outstanding: 	_______________    	(k) 
	 	 	 
	(j) divided by (k): 	_$_____________ 	(l) 
	 	 	 
	Net Income per Share 	  	  
	(c) plus (f) plus (i) plus (l) 	_$_____________ 	(m)