Exhibit 10.4


 


LOCK-UP AGREEMENT


 


This LOCK-UP AGREEMENT
(this “Agreement”) is made as of February 23, 2021, by and between the undersigned person or entity (the “Restricted
Holder”) and SmartKem, Inc. (formerly known as Parasol Investments Corp.), a Delaware corporation (the “Parent”).
Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Share Exchange Agreement
(as defined below).


 


WHEREAS, pursuant to
the transactions contemplated under that certain Share Exchange Agreement dated as of February 23, 2021 (the “Share Exchange
Agreement”), by and among the Parent, SmartKem Limited, a corporation incorporated under the laws of England and Wales
(“SmartKem”), and the shareholders of SmartKem named therein, SmartKem will become a wholly owned subsidiary
of the Parent, and all of the outstanding equity of SmartKem will be exchanged for shares of common stock of the Parent, par value
$0.0001 per share (the “Parent Common Stock”) on the terms set forth in the Share Exchange Agreement (the “Share
Exchange”); and


 


WHEREAS, following
the closing of the Share Exchange, the Parent will complete a private placement offering (the “Private Placement Offering”)
of a minimum of 5,000,000 shares of Parent Common Stock, at a purchase price of $2.00 per share.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


		1.	Definitions.



 


(a)            “Affiliate”
shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).


 


(b)            “Business
Day” means any day other than a Saturday, a Sunday or a day on which banks in the state of New York are required or authorized
by applicable law to close.


 


(c)            “Change
of Control” means the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one
transaction or a series of related transactions, to a person or group of Affiliated persons, of the Parent’s voting securities
if, after such transfer, such person or group of Affiliated persons would hold more than 50% of the outstanding voting securities
of the Parent (or the surviving entity).


 


(d)            “Immediate
Family” means any relationship by blood, domestic partnership, marriage or adoption, not more remote than first cousin.


 


(e)            “Restricted
Period” means the period of time commencing on the Closing Date and ending on the [●]1
anniversary of the Closing Date.


 





 



1
Insert two (2) years for option holders, one (1) year for remaining shareholders.


 






    


     


    

 


(f)            “Restricted
Securities” means all shares of Parent Common Stock held by the Restricted Holder and all securities held by the Restricted
Holder that are convertible into or exercisable or exchangeable for shares of Parent Common Stock, in each case held immediately
following the closing of the Private Placement Offering or thereafter acquired by any means (including, for the avoidance of doubt,
through the receipt of equity incentive awards from the Parent), and whether held beneficially or of record, but excluding
any shares of Parent Common Stock purchased by the Restricted Holder in the Private Placement Offering or in the open market following
the Private Placement Offering.


 


		2.	Restrictions.



 


(a)            During
the Restricted Period, the Restricted Holder will not, directly or indirectly: (i) offer, sell, assign, transfer, pledge,
hypothecate, contract to sell, grant an option to purchase or otherwise dispose of, or announce the intention to so dispose of,
any Restricted Securities or (ii) enter into any swap, hedge or similar agreement or arrangement that transfers, in whole
or in part, the economic consequence of ownership of any Restricted Securities (the actions described in clause (i) or (ii) above
being hereinafter referred to as a “Disposition”). The foregoing restrictions are expressly agreed to preclude
the Restricted Holder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected
to lead to or result in a sale or disposition of any of the Restricted Securities of the Restricted Holder during the Restricted
Period, even if such securities would be disposed of by someone other than the Restricted Holder.


 


(b)            Notwithstanding
anything contained herein to the contrary, the restrictions set forth in Section 2(a) shall not apply to:


 


(i)            if
the Restricted Holder is a natural person, any transfers made by the Restricted Holder (A) to any member of the Immediate
Family of the Restricted Holder or to a trust the direct or indirect beneficiaries of which are exclusively the Restricted Holder
or members of the Restricted Holder’s Immediate Family, or (B) by bona fide gift, will or intestacy;


 


(ii)           if
the Restricted Holder is a natural person, corporation, partnership, limited liability company or other business entity, any transfers
to a charitable organization, or to any stockholder, partner, manager, director, officer, Affiliate, employee, trustee or member
of, or owner of a similar equity interest in, the Restricted Holder or its Affiliates, or any trust for the benefit of any of the
foregoing or any Affiliate of the foregoing, or any limited partnership in which the Restricted Holder or its Affiliates holds
a limited partnership interest, as the case may be;


 


(iii)          if
the Restricted Holder is a corporation, partnership, limited liability company or other business entity, any transfer made by the
Restricted Holder:


 


(A)            in
connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the Restricted Holder’s
capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially
all of the Restricted Holder’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed
by this Agreement,


 






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(B)            to
another corporation, partnership, limited liability company or other business entity so long as the transferee is an Affiliate
of the Restricted Holder, or


 


(C)            to
any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the Restricted
Holder (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management
company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner
or management company as the Restricted Holder) if such transfer is not for value (for purposes of this paragraph the term control
(including the terms controlling, controlled by and under common control with) shall have the meaning set forth in
Rule 405 under the Securities Act);


 


(iv)         if
the Restricted Holder is a trust, to a trustor or beneficiary of the trust if such transfer is not for value;


 


(v)          any
transfers of the Restricted Securities to the Parent upon a vesting event or upon the exercise of options or warrants to purchase
the Parent’s securities, in each case on a “cashless” or “net exercise” basis, including to cover
tax withholding obligations of the Restricted Holder in connection with such vesting or exercise (and for the avoidance of doubt,
any securities issued to the Restricted Holder upon such exercise shall be Restricted Securities subject to the restrictions set
forth herein);


 


(vi)          any
transfers of the Restricted Securities pursuant to a court order or by operation of law, including pursuant to a domestic order
or a negotiated divorce settlement;


 


(vii)         any
transfers of the Restricted Securities to the Parent pursuant to agreements under which the Parent has the option to repurchase
such Restricted Securities or the Parent has a right of first refusal with respect to transfers of such Restricted Securities;
or


 


(viii)       any
transfers of the Restricted Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar
transaction made to all holders of Restricted Securities involving a Change of Control of the Parent (it being further understood
that this Agreement shall not restrict the undersigned from entering into any agreement or arrangement in connection therewith,
including an agreement to vote in favor of, or tender Restricted Securities or other securities of the Parent in, any such transaction
or taking any other action in connection with any such transaction), provided that the restrictions set forth herein shall continue
to apply should the completion of such transaction not occur, and provided, further, that such transaction has been approved by
the Board of Directors of the Parent.


 


provided, however, that


 


(A)         in
the case of any transfer described in clause (i), (ii), (iii), (iv), or (vi) above, it shall be a condition to the transfer
that the transferee execute and deliver to the Parent, not later than one Business Day prior to such transfer, a written agreement
in substantially the form of this Agreement covering the transferred Restricted Securities for the balance of the Restricted Period
(it being understood that any references to “Immediate Family” in the agreement executed by such transferee shall expressly
refer only to the Immediate Family of the Restricted Holder and not to the Immediate Family of the transferee) and otherwise reasonably
satisfactory in form and substance to the Parent;


 






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(B)            in
the case of any transfer described in clause (i), (ii), (iii) or (iv) above, such transfers are not required to be reported
under Section 16 of the Exchange Act, and the Restricted Holder does not otherwise voluntarily effect any public filing or
report regarding such transfers during the Restricted Period (other than a filing on Form 5);


 


(C)            in
the case of any transfer described in clause (v) or (vi) above, if the transfer is required to be reported under Section 16
of the Exchange Act, any filing under Section 16 of the Exchange Act related to such transfer shall clearly indicate in the
footnotes thereto that (a) the filing relates to the circumstances described in clause (v) or (vi) above, as applicable,
(b) no shares were sold by the reporting person and (c) with respect to a transfer described in clause (v) above,
any remaining shares received upon exercise of an option or a warrant (net of any shares transferred in connection with such “cashless”
or “net exercise” to cover tax withholding obligations) or the remaining vested shares are subject to a written agreement
with the Parent in substantially the form of this Agreement for the balance of the Restricted Period; and


 


(D)            in
the case of any transfer described in clause (viii) above, in the event that the tender offer, merger, consolidation or other
such transaction is not completed, the Restricted Securities owned by the Restricted Holder shall remain subject to the restrictions
contained in this Agreement.


 


(c)            Furthermore,
during the Restricted Period, the Restricted Holder may exercise any rights to purchase, exchange or convert any stock options
granted to the Restricted Holder pursuant to the Parent’s equity incentive plans or awards existing after the Closing Date
or warrants or any other securities held by the Restricted Holder after the Closing Date, which securities are convertible into
or exchangeable or exercisable for Parent Common Stock, and the Restricted Holder agrees that the shares of Parent Common Stock
received upon such exercise, purchase, exchange or conversion shall be and remain Restricted Securities subject to the terms of
this Agreement.


 


(d)            In
addition, the restrictions set forth in Section 2(a) shall not apply to the repurchase of Restricted Securities by the
Parent in connection with the termination of the Restricted Holder’s employment or other service with the Parent or any of
its subsidiaries.


 


(e)            Notwithstanding
anything herein to the contrary, nothing herein shall prevent the Restricted Holder from establishing a 10b5-1 trading plan that
complies with Rule 10b5-1 under the Exchange Act (“10b5-1 Trading Plan”) or from amending an existing 10b5-1
Trading Plan so long as there are no sales or other Dispositions of Restricted Securities under such plans during the Restricted
Period; and provided that no public announcement or filing under the Exchange Act, if any, is required or voluntarily made
by or on behalf of the Restricted Holder or the Parent during the Restricted Period regarding the establishment of a 10b5-1 Trading
Plan or the amendment of a 10b5-1 Trading Plan.


 






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(f)            In
the event that, during the Restricted Period, the Parent waives any of the restrictions on the transfer of any Restricted Securities
held by any executive officer or director of Parent or any holder of more than one percent (1.0%) of the outstanding Parent Common
Stock of the Parent (on a fully-diluted basis) that is subject to a lock-up agreement similar in terms or form to this Agreement,
then Parent shall be deemed to have also waived, on the same terms, the restrictions set forth in this Agreement that would otherwise
have applied to the undersigned on a pro-rata basis with respect to the same proportion of the undersigned’s Restricted Securities
subject to this Agreement as (x) the aggregate Restricted Securities held by such party receiving the waiver that is subject
to the waiver bears to (y) the aggregate Restricted Securities held by such party that is subject to a lock-up agreement similar
in terms or form to this Agreement. The provisions of this paragraph will not apply: (i) unless and until the Parent has first
waived more than one percent (1.0%) of the total outstanding Parent Common Stock (determined as of immediately following the Private
Placement Offering and giving effect thereto) from such prohibitions, (ii) (a) if the release or waiver is effected solely
to permit a transfer not involving a disposition for value and (b) the transferee has agreed in writing to be bound by the
same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer,
or (iii) if the release or waiver is granted to a holder of Restricted Securities who participates in an underwritten public
offering during the Restricted Period, whether or not such offering is wholly or partially a secondary offering, of securities
pursuant to a registration statement under the Securities Act of 1933, as amended, provided that the undersigned Restricted Holder
is offered the opportunity to participate in the offering on a pro rata basis. In the event that any percentage of such Restricted
Securities released from the restrictions set forth in this Agreement are subject to any restrictions of the type set forth in
this Agreement, the same restrictions shall be applicable to the release of the same percentage of the undersigned’s Restricted
Securities. In the event that, as a result of this paragraph, any Restricted Securities held by the undersigned are released from
the restrictions imposed by this Agreement, Parent shall use commercially reasonable efforts to notify the undersigned within two
Business Days thereafter that the same percentage of aggregate Restricted Securities held by the undersigned has been released
from the restrictions set forth in this Agreement; provided that the failure to give such notice to the undersigned shall not give
rise to any claim or liability against the Parent.


 


		3.	Legends; Stop Transfer Instructions.



 


(a)            In
addition to any legends to reflect applicable transfer restrictions under federal or state securities laws, each certificate or
book entry representing Restricted Securities shall be stamped or otherwise imprinted with the following legend:


 


“THE SECURITIES REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK-UP AGREEMENT, DATED AS OF FEBRUARY 23, 2021, BETWEEN THE HOLDER HEREOF AND
THE ISSUER, AND MAY ONLY BE SOLD OR TRANSFERRED IN ACCORDANCE WITH THE TERMS THEREOF.”


 






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(b)            The
Restricted Holder hereby agrees and consents to the entry of stop transfer instructions with the Parent’s transfer agent
and registrar against the transfer of the Restricted Securities except in compliance with this Agreement.


 


		4.	Miscellaneous.



 


(a)            Material
Inducement and Consideration. The Restricted Holder acknowledges and agrees that its entering into this Agreement with the
Parent and its covenants and agreements herein are a material inducement to the Parent’s entering into the Share Exchange
Agreement and proceeding with the Share Exchange and the Private Placement Offering, and Parent’s so doing constitute valuable
consideration to the Restricted Holder.


 


(b)            Specific
Performance. The Restricted Holder agrees that in the event of any breach or threatened breach by the Restricted Holder of
any covenant, obligation or other provision contained in this Agreement, then the Parent shall be entitled (in addition to any
other remedy that may be available to the Parent) to: (i) a decree or order of specific performance or mandamus to enforce
the observance and performance of such covenant, obligation or other provision; and (ii) an injunction restraining such breach
or threatened breach. The Restricted Holder further agrees that neither the Parent nor any other person or entity shall be required
to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred
to in this Section, and the Restricted Holder irrevocably waives any right that he, she, or it may have to require the obtaining,
furnishing or posting of any such bond or similar instrument.


 


(c)            Other
Agreements. Nothing in this Agreement shall limit any of the rights or remedies of the Parent or Restricted Holder under the
Share Exchange Agreement, or any of the rights, remedies or obligations of the Parent or the Restricted Holder under any other
agreement between the Restricted Holder and the Parent or any certificate or instrument executed by the Restricted Holder in favor
of the Parent; and nothing in the Share Exchange Agreement or in any other agreement, certificate or instrument shall limit any
of the rights or remedies of the Parent or any of the obligations of the Restricted Holder under this Agreement.


 


(d)            Notices.
All notices, consents, waivers, and other communications which are required or permitted under this Agreement shall be in writing
and will be deemed given to a party (i) on the date of delivery, if delivered to the appropriate address by hand or by nationally
recognized overnight courier service (costs prepaid); (ii) the date of transmission if sent by facsimile or e-mail with confirmation
of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., Eastern Time, on
a Business Day, or the next Business Day after the date of transmission, if such notice or communication is delivered on a day
that is not a Business Day or later than 5:00 P.M., Eastern Time, on a Business Day; (iii) the date received or rejected by
the addressee, if sent by certified mail, return receipt requested; or (iv) seven days after the placement of the notice into
the mails (first class postage prepaid), to the party at the address, facsimile number, or e-mail address furnished by the such
party,


 






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        If to the Parent:

         

        SmartKem, Inc.

        Manchester Technology Center, Hexagon Tower

        Delaunays Road, Blackley

        Manchester, M9 8GQ UK

        Attention: [__________________]

        Email:  [___________________]

         
	 	
        With a copy (which copy shall not constitute notice hereunder)
        to:

         

        Lowenstein Sandler LLP

        1251 Avenue of the Americas

        New York, NY 10020

        Attention: Jack Hogoboom

        Email:jhogoboom@lowenstein.com

         

	
        If to the Restricted Holder:

         

        To the address set forth on the signature page hereto.
	 	 


 


Any party may give
any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited
courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other
communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended.
Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered
by giving the other party notice in the manner herein set forth.


 


(e)            Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction
declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination
shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable
term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of
the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court
does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable
term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business
and other purposes of such invalid or unenforceable term.


 


(f)            Applicable
Law; Jurisdiction. THIS AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAW.


 






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(g)           Waiver;
Termination. No failure on the part of the Parent to exercise any power, right, privilege or remedy under this Agreement, and
no delay on the part of the Parent in exercising any power, right, privilege or remedy under this Agreement, shall operate as a
waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy
shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Parent shall not be
deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless
the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered
on behalf of the Parent; and any such waiver shall not be applicable or have any effect except in the specific instance in which
it is given. If the Share Exchange Agreement is terminated prior to Closing, this Agreement shall thereupon terminate.


 


(h)            Captions.
The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement
and shall not be referred to in connection with the construction or interpretation of this Agreement.


 


(i)            Further
Assurances. The Restricted Holder hereby represents and warrants that the Restricted Holder has full power and authority to
enter into this Agreement and that this Agreement has been duly authorized (if the Restricted Holder is not a natural person),
executed and delivered by the Restricted Holder and is a valid and binding agreement of the Restricted Holder.


 


(j)            Entire
Agreement. This Agreement sets forth the entire understanding of the Parent and the Restricted Holder relating to the subject
matter hereof and supersedes all other prior agreements and understandings between the Parent and the Restricted Holder relating
to the subject matter hereof.


 


(k)            Non-Exclusivity.
The rights and remedies of the Parent hereunder are not exclusive of or limited by any other rights or remedies which the Parent
may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative).


 


(l)            Amendments.
This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed
and delivered on behalf of the Parent and the Restricted Holder.


 


(m)            Binding
Nature. This Agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the
Restricted Holder (if a natural person) and shall be binding upon the heirs, personal representatives, successors and assigns of
the Restricted Holder.


 


(n)            Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which shall constitute
one and the same instrument.


 


[signature
page follows]


 



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IN WITNESS WHEREOF,
the undersigned has executed and delivered this Agreement as of the date first set forth above.


 


	RESTRICTED HOLDER (individual)	 	RESTRICTED HOLDER (entity)
	 	 	 
	 	 	 
	Signature	 	Name of Entity
	 	 	 
	 	 	By:	 
	Print Name	 	 	Signature


 


	 	 	 
	 	 	Print Name:	 
	Signature (if Joint Tenants or Tenants in Common)	 	 	 
		 	Title:	 
	 	 	 
	Address of Principal Residence:	 	Address of Executive Offices:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	E-mail Address:	 	E-mail Address:
	 	 	 


 


Acknowledged and Agreed:


 


	SMARTKEM, INC.	 
	 	 
	By:	                	 
	Name:

Title: