LOCK-UPAGREEMENT

 

EXHIBIT 10.2

Effective November 15, 2009    

UV Flu Technologies, Inc.

1694 Falmouth Rd. Suite 147

Centerville, MA ###-###-####

Ladies and Gentlemen:

           Pursuant to the Asset Purchase Agreement dated effective November 15, 2009 between UV Flu Technologies, Inc. (the “Company”), and AmAirpure, Inc., the undersigned received from the Company, ___________ shares of restricted common stock (the “Common Stock”) of the Company.

To induce the Company to issue the Common Stock to the undersigned, the undersigned agrees that, without the prior written consent of the Company, the undersigned will not, directly or indirectly, offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any shares of Common Stock (including, without limitation, shares of Common Stock of the Company which may be deemed to be beneficially owned by the undersigned on the date hereof in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), shares of Common Stock which may be issued upon exercise of a stock option or warrant and any other security convertible into or exchangeable for Common Stock) or enter into any Hedging Transaction (as defined below) relating to the Common Stock (each of the foregoing referred to as a “Disposition”) for a period of twelve (12) months.  The twelve (12) month period will commence on the date first set forth above.  The foregoing restriction is expressly intended to preclude the undersigned from engaging in any Hedging Transaction or other transaction which is designed to or reasonably expected to lead to or result in a Disposition during the twelve (12) month period even if the securities would be disposed of by someone other than the undersigned.  “Hedging Transaction” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock.  The Company may impose stop-transfer instructions with respect to the securities subject to the foregoing restrictions until the end of said twelve (12) month period.

           Notwithstanding the foregoing, the undersigned may transfer (a) shares of Common Stock acquired in open market transactions by the undersigned after the date first set forth above, and (b) any or all of the shares of Common Stock or other Company securities if the transfer is (i) by gift, will or intestacy, (ii) to any custodian or trustee for the account of the undersigned or the undersigned’s immediate family, (iii) by distribution to partners, members or shareholders of the undersigned, or (iv) to any affiliates of the undersigned; provided, however, that in the case of a transfer pursuant to clause (b) above, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding the securities subject to the provisions of this Lock-Up Agreement.

 

The undersigned agrees that the Company may, and that the undersigned will, (i) with respect to any shares of Common Stock or other Company securities for which the undersigned is the record holder, cause the transfer agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Company and (ii) with respect to any shares of Common Stock or other Company securities for which the undersigned is the beneficial holder but not the record holder, cause the record holder of such securities to cause the transfer agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Company.

The undersigned hereby agrees that, to the extent that the terms of this Lock-Up Agreement conflict with or are in any way inconsistent with any agreement to which the undersigned and the Company may be a party, this Lock-Up Agreement supersedes such agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement.  All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the successors and assigns of the undersigned.

Acknowledged and Agreed Upon By:

UV Flu Technologies, Inc.