PROLOR
BIOTECH, INC.

     

    LOCK-UP
AGREEMENT

     

    Dated:  ________
__, 20__

    


    PROLOR
Biotech, Inc.

    3 Sapir
Street

    Weizmann
Science Park

    Nes-Ziona,
Israel 74140

     

    Ladies
and Gentlemen:

     

    The
undersigned is acquiring shares (“Shares”) of 10.0%
Series B Cumulative Convertible Preferred Stock, par value $0.00001 per share,
of PROLOR Biotech, Inc., a Nevada corporation (the “Company”), under that
certain Securities Purchase Agreement, dated as of July 22, 2009, by and among
the Company and the Purchasers set forth on the signature pages thereto (the
“Agreement”),
which Shares are convertible into shares of the Company’s common stock, par
value $0.00001 per share (the “Conversion Shares”
and, together with the Shares, the “Securities”).  For
good and valuable consideration, the undersigned hereby irrevocably agrees that
following the date first set forth above (the “Effective Date”), the
undersigned will not, directly or indirectly, (1) offer for sale, sell,
pledge or otherwise dispose of (or enter into any transaction or device that is
designed to, or could be expected to, result in the disposition by any person at
any time in the future of) any Securities, including Securities that may be
deemed to be beneficially owned by the undersigned in accordance with the rules
and regulations of the United States Securities and Exchange Commission or
(2) enter into any swap or other derivatives transaction that transfers to
another, in whole or in part, any of the economic benefits or risks of ownership
of any Securities, whether any such transaction described in clause (1) or (2)
above is to be settled by delivery of Shares, Conversion Shares or other
securities, in cash or otherwise, (3) make any demand for or exercise any
right or cause to be filed a registration statement, including any amendments
thereto, with respect to the registration of any Securities or securities
convertible into or exercisable or exchangeable for any Securities or any other
securities of the Company, or (4) publicly disclose the intention to do any
of the foregoing, in each case, for a period commencing on the Effective Date
and ending on the first anniversary of such date.

     

    In
furtherance of the foregoing, the Company and its transfer agent on its behalf
are hereby authorized to decline to make any transfer of securities if such
transfer would constitute a violation or breach of this Lock-Up
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into this Lock-Up Agreement and that, upon request, the
undersigned will execute any additional documents necessary in connection with
the enforcement hereof. Any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors and assigns of the
undersigned.

     

    
      
        
          	 
      	
                  Acknowledged
      and agreed as of the date first set forth above:

                
	 
      	 
      
	 
      	
                  [name
      of holder]

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title: