oxysures1051509ex10_9.htm


    
      

      

    

    Exhibit
10.9   Form of Lock-up Agreement



       

      OxySure®  Systems,
Inc.

      10880
John W. Elliot Drive

      Suite
600

      Frisco,
TX  75034

      


      Date:
_______________

      


      


      Ladies
and Gentlemen:

      


                 The
undersigned, a beneficial owner of preferred stock of OxySure
Systems, Inc. (the “Company”) with a par value of $.0005 (the “Shares”),
understands that the Company intends to file with the U.S. Securities and
Exchange Commission a registration statement  on Form S-1 (the
“Registration Statement”), for the registration of the Company’s Common
Stock.  As part of the disclosure included in the Registration
Statement, the Company has affirmatively stated that there will be no trading of
the Company’s securities until such time as the Company successfully implements
its business plan as described in such Registration Statement, consummating a
financing transaction or series of transactions.

      


      In order to insure that the aforesaid
disclosure is adhered to, the undersigned agrees that, during the period as
defined below ( “the “Lock-Up Period”), the undersigned hereby agrees that
he/she will not offer to sell, assign, pledge, hypothecate, grant any option for
the sale of, or otherwise dispose of, directly or indirectly, any shares of
Common stock of the Company owned by him/her, or subsequently acquired through
the exercise of any options, warrants or rights, or conversion of any other
security or by reason of any stock split or other distribution of stock, or
grant options, warrants or rights, or conversion of any other security or by
reason of any stock split or other distribution of stock, or grant options,
rights or warrants with respect to any such shares of Common stock, until the
Company successfully closes its intended financing.  Furthermore, the
undersigned will permit all certificates evidencing his/her shares to be
endorsed with the appropriate stop transfer orders with the transfer agent of
the Company.

      


      For the purposes hereof, the Lock-Up
Period shall mean:  (i) with respect to the first quarter of the
Shares, the period beginning the first day that the Shares of OxySure becomes
traded in a nationally recognized market, and ending on the 90th day
subsequent to the first day that the shares of OxySure becomes traded in a
nationally recognized market; (ii) with respect to the second quarter of the
Shares, the period beginning on the 91st day and
ending on the 180th day
subsequent to the first day that the shares of OxySure becomes traded in a
nationally recognized market; (iii) with respect to the third quarter of the
Shares, the period beginning on the 181st day and
ending on the 270th day
subsequent to the first day that the shares of OxySure becomes traded in a
nationally recognized market; and (iv) with respect to the fourth quarter of the
Shares, the period beginning on the 271st day and
ending on the 360th day
subsequent to the first day that the shares of OxySure become traded in a
nationally recognized market;


      
        
           


        

        
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      Notwithstanding the foregoing
restrictions on transfer, the undersigned may, at any time and from time to time
during the Lock-Up Period, transfer the Shares (i) as bona fide gifts or
transfers by will or intestacy, (ii) to any trust for the direct or indirect
benefit of the undersigned or the immediate family of the undersigned, provided
that any such transfer shall not involve a disposition for value, (iii) to a
partnership which is the general partner of a partnership of which the
undersigned is a general partner, provided, that, in the case of any gift or
transfer described in clauses (i), (ii) or (iii), each done or transferee agrees
in writing to be bound by the terms and conditions contained therein in the same
manner as such terms and conditions apply to the undersigned.  For
purposes hereof, “immediate family” means any relationship by blood, marriage or
adoption, not more remote than first cousin.

      


      By signing this letter and accepting
the grant of options referred to herein, the undersigned acknowledges that he is
legally bound by the terms of this letter.

      


      Very truly yours,

      


      


      


      Signed
_________________________________

      


      


      Name__________________________________

      


      


      Representing:
___________________________

      


      



      
        
           


        

        
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