Unassociated Document


    LOCK-UP
AGREEMENT

    


     

    July 30,
2009

     

    


    Vystar
Corporation

    3235
Satellite Boulevard

    Building
400, Suite 290

    Duluth GA
30096

    


    Ladies
and Gentlemen:

     

    The
undersigned understands that Vystar Corporation, a Georgia corporation (the
“Company”) has, at the request of the undersigned, agreed to register up to
250,000 shares of Company’s common stock owned by the undersigned (the “Resale
Registration”).

     

    In
recognition of the benefits that the Resale Registration will confer upon the
undersigned and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the undersigned hereby agrees with
the Company that the undersigned will not directly or indirectly, offer, sell,
contract to sell, transfer, grant any option to purchase, make any short sale or
otherwise dispose of any Company common stock, par value
$0.0001   during the period beginning from the date of
effectiveness of the Company’s registration statement with respect to the Resale
Registration (the “Registration
Statement”) and continuing to and including the date 270 calendar days
after such date (the “Lock-up Period”),
except as provided below.

     

    The
following sales shall be allowed during the Lock-Up Period:  Any sales
of Company common stock in one (1) business day that do not exceed 10,000 shares
in the aggregate; provided, however, that in no event shall aggregate sales in
any ninety (90) day period beginning on the Effective Date of the Registration
Statement, and ending 270 calendar days from such date exceed 126,500 shares of
Company common stock.  Notwithstanding the foregoing, the parties
agree that there will be no such quantity restrictions on the resale by the
undersigned of up to 250,000 shares of Company common stock pursuant to the
Resale Registration.

     

    The
foregoing restrictions have been expressly agreed to preclude any short sale
(whether or not against the box) or any purchase, sale or grant of any call
right with respect to any Company common stock or with respect to any security
(other than a broad-based market basket or index) that relates to or derives its
value from the Company common stock.

     

    After the
expiration of the Lock-Up Period, the undersigned will no longer be subject to
any restrictions set forth in this letter agreement; provided, however, that the
undersigned acknowledges that its ability to transfer any Company common stock
(including any securities convertible into or exercisable for such shares) will
remain subject to any restrictions imposed by applicable securities
laws.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Vystar
Corporation

    July 30, 2009

    Page 2

     

    In
furtherance of the foregoing and as an additional inducement to the Company’s
registering for resale up to 250,000 shares of Company common stock owned by the
undersigned, the undersigned represents and warrants that this letter agreement
has been duly executed and delivered, and this Lock-Up Agreement constitutes a
legal, valid and binding obligation of the undersigned, enforceable in
accordance with its terms except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting creditors’ rights generally and by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

     

    The
undersigned hereby agrees and consents to the entry of stop transfer
instructions with Company’s transfer agent against the transfer of any Company
common stock during the Lock-Up Period in violation of this letter
agreement.

     

    This
letter agreement is irrevocable and will be binding on the undersigned and the
respective successors and assigns of the undersigned.

     

    This
letter agreement shall become effective on the date of the public announcement
of the effectiveness of the Resale Registration and terminate upon the
expiration of the Lock-up Period.

     

    This
letter agreement shall be governed by and construed in accordance with the laws
of the State of Georgia (without giving effect to its conflict of laws
provisions).

     

    Very
truly yours,

     

    


    


    /s/ Glen W.
Smotherman

    Glen W.
Smotherman