ex10-2.htm


Exhibit 10.2

 

 

LOCK-UP AGREEMENT

 

May 18, 2015

 

	 	
Re:
	
Warrant Exchange Agreement, dated as of May 18, 2015 (the “Warrant Exchange Agreement”), between Catasys, Inc., a Delaware corporation (the “Company”), and the warrant holders signatory thereto (each, a “Holder” and, collectively, the “Holders”)



 

Ladies and Gentlemen:

 

Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Warrant Exchange Agreement. Pursuant to Section 3 of the Warrant Exchange Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until the earlier of a) six (6) months after the Company files a S-1 or S-3 registration statement, or b) January 4, 2016 (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of Common Stock or Common Stock Equivalents beneficially owned, held or hereafter acquired by the undersigned (the “Securities”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the Transfer Agent from effecting any actions in violation of this Letter Agreement.

 

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Securities in the transactions listed as (i)-(iv) below, provided that (1) no such transfer shall involve a disposition for value, (2) each such transfer shall not be required to be reported in any public report, announcement or filing made or to be made with the Securities and Exchange Commission or otherwise during the Restriction Period and (3) the undersigned does not otherwise voluntarily effect any public filing, announcement or report regarding any such transfer during the Restriction Period:

 

(i)     as a bona fide gift or gifts; 

 

(ii)     to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;

 

(iii)     to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent; or

 


 

 




 


 

(iv)     to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned.

 

The undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to the Company to complete the transactions contemplated by the Warrant Exchange Agreement and that the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will benefit from the closing of the transactions contemplated by the Warrant Exchange Agreement. 

 

This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and the Holder. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Warrant Exchange Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. 

 

By its signature below, the Transfer Agent hereby acknowledges and agrees that, reflecting this Letter Agreement, it has placed an irrevocable stop transfer instruction on all Securities beneficially owned by the undersigned until the end of the Restriction Period. This Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into a similar agreement for the benefit of the Company.

 

 

*** SIGNATURE PAGE FOLLOWS***

 


 

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This Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.

 

 

	
 
	
 



Signature

 

	
 
	
 



Print Name

 

	
 
	
 



Position in Company

 

Address for Notice:

 

	
 
	
 

	
 
	
 

	
 
	
 

	
 
	
 

	
 
	
 



Number of shares of Common Stock

 

	
 



Number of shares of Common Stock underlying subject to warrants, options, debentures or other convertible securities

 

By signing below, the Company agrees to enforce the restrictions on transfer set forth in this Letter Agreement.

 

	
 
	
 



 

	
By: 
	
 
	
 



Name:

Title:

 

 

Acknowledged and agreed to

as of the date set forth above:

 

	
American Stock Transfer & Trust Co. LLC
	
 


 
	
By:
	
 
	
 



Name:

Title:   

 

 

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