Common use of Company Lock Up Agreements Clause in Contracts

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of three (3) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock (including Depository Receipts) of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock (including Depository Receipts) of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Public Securities to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement and the Pricing Disclosure Package, (iii) the transfer or deemed repurchase of capital stock by the Company for payment purposes in connection with the delivery of shares of stock pursuant to restricted stock or restricted stock units (including shares withheld or forfeited in order to satisfy any tax withholding or remittance obligations), (iv) the grant by the Company of options or other share-based awards, or the issuance of shares of the Company under any equity compensation plan of the Company disclosed in the Pricing Prospectus, or (v) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, including, without limitation, the issuance of securities by the Company to a third party in exchange for services.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees thatCompany will not, without the prior written consent of each of A.G.P./Alliance Global Partners, BMO Xxxxxxx Xxxxx Inc. and Xxxx Capital Partners, LLC, from the Representative, it will not, date of execution of this Agreement and continuing for a period of three (3) months after 90 days from the date of this Agreement Effective Date (the “Lock-Up Period”), ): (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock (including Depository Receipts) of or file with the Company Commission a registration statement under the Securities Act relating to, Common Shares or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) of the Company; Ordinary Share Equivalents, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock (including Depository Receipts) Common Shares of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) Common Shares of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); Company, or (iii) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of capital stock of the CompanyCommon Shares or any Ordinary Share Equivalents, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company Common Shares or such other securitiesany Ordinary Share Equivalents, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The restrictions contained in this section Section 3.18 shall not apply to to: (iA) the Public Securities Securities, (B) 491,501 Common Shares issued pursuant to be sold hereunder; warrants exercised by Boustead Securities, LLC (ii“Boustead”) as described in the issuance by Registration Statement and Prospectus, (C) any Common Shares issued to Boustead during the Lock-Up Period made pursuant to the Company’s obligations under a written agreement between the Company and Boustead, provided that there shall be no registration rights exercisable during the Lock-Up Period with respect to such shares, provided that such Common Shares shall be restricted securities under the Securities Act and there shall be no registration rights exercisable during the Lock-Up Period with respect to such shares, (D) any Common Shares issued pursuant to the potential acquisition of 100% of the outstanding equity interests of Xxxx & Xxxxx pursuant to the terms described in the Registration Statement, provided that such Common Stock upon Shares shall be restricted securities under the exercise of an Securities Act and there shall be no registration rights exercisable during the Lock-Up Period with respect to such shares, (E) any Common Shares previously issued under Company Incentive Plans as described as outstanding option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement and the Pricing Disclosure PackageProspectus, (iiiF) any options and other awards granted under a Company Incentive Plan or Common Shares issued pursuant to an employee stock purchase plan, in each case, as described in the transfer Registration Statement and the Prospectus, and (G) Common Shares or deemed repurchase of capital stock by the Company for payment purposes other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the delivery equity of shares another entity; provided that the recipient of stock any such Common Shares or other securities issued or granted pursuant to restricted stock or restricted stock units clauses (including shares withheld or forfeited in order to satisfy any tax withholding or remittance obligationsE), (ivF) and (G) during the grant by the Company of options or other shareLock-based awards, or the issuance of shares of the Company under any equity compensation plan of the Company disclosed Up Period shall enter into an agreement substantially in the Pricing Prospectusform of Exhibit B hereto; and provided further that the securities described in clause (B) above are not amended subsequent to the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or (v) conversion price of such securities or to extend the issuance term of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, including, without limitation, the issuance of securities by the Company to a third party in exchange for servicessuch securities.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of three (3) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock (including Depository Receipts) of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock (including Depository Receipts) of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Public Securities to be sold hereunder; (ii) the issuance by the Company of Common Stock Shares upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement and the Pricing Disclosure Package, (iii) the transfer or deemed repurchase of capital stock by the Company for payment purposes in connection with the delivery of shares of stock pursuant to restricted stock or restricted stock units (including shares withheld or forfeited in order to satisfy any tax withholding or remittance obligations), (iv) the grant by the Company of options or other share-based awards, or the issuance of shares of the Company under any equity compensation plan of the Company disclosed in the Pricing Prospectus, or (v) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, including, without limitation, the issuance of securities by the Company to a third party in exchange for services.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entityentity of the Company, agrees that, without the prior written consent of the Representative, it will not, for a during the period of three (3) months after commencing on the date of this Agreement and ending on the six (6) month anniversary thereof (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock (including Depository Receipts) of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) of the CompanyCompany (other than the Additional Shares and Common Stock issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights) provided that either (a) such shares shall not vest during the Lock-Up Period or (b) the grantee of such shares will execute a Lock-Up Agreement; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock (including Depository Receipts) of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans)S-4 or S-8; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section Section 3.16 shall not apply to (i) the Public Securities to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock upon the exercise of an outstanding a stock option or warrant or the conversion of a security outstanding on the date hereof and hereof, which is disclosed in the Registration Statement and the Statement, Pricing Disclosure PackagePackage and Prospectus, (iii) the transfer or deemed repurchase of capital stock by the Company for payment purposes in connection with the delivery of shares of stock pursuant to restricted stock or restricted stock units (including shares withheld or forfeited in order to satisfy any tax withholding or remittance obligations), (iv) the grant issuance by the Company of options or other share-based awards, or the issuance of shares of the Company any security under any equity compensation plan of the Company, (iv) the issuance by the Company disclosed of shares of Common Stock in the Pricing Prospectusconnection with mergers, acquisitions or joint ventures, and (v) the issuance by the Company of securities shares of Common Stock to consultants in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-the Company’s ordinary course of business and not for capital raising transactions, including, without limitation, the issuance of securities by the Company to a third party in exchange for services.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, not for a period of three ninety (390) months days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock (including Depository Receipts) of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) of the Company, except for (x) options to acquire shares of Common Stock issued after the date hereof, or shares of Common Stock issued after the date hereof, in either case under an existing equity incentive plan maintained by the Company, (y) shares of Common Stock issued pursuant to the exercise of options or warrants that are outstanding as of the date hereof, and (z) shares of Common Stock issued upon the conversion of other securities that are outstanding as of the date hereof; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock (including Depository Receipts) of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) of the Company (other than pursuant to Company, except for a registration statement statement(s) or post-effective amendment(s) thereto (a) relating solely to the resale of securities sold in private placements prior to the date hereof, including the resale of shares of Common Stock acquired (or to be acquired) upon the exercise of warrants or the conversion of other securities sold in private placements prior to the date hereof, (b) relating to the exercise of warrants issued prior to the date hereof to acquire shares of Common Stock, or (c) relating to the resale of the securities described in the last sentence of this paragraph, or (d) on Form S-8 for employee benefit plans)S-8; or (iii) complete any offering of debt securities of the Company, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section Notwithstanding the foregoing, with the approval of the Representative, which shall not apply to (i) the Public Securities to be sold hereunder; (ii) the issuance by unreasonably withheld, the Company shall be permitted to complete a private placement of securities during the Lock-Up Period to a strategic investor at an effective price per share equal to or greater than the closing price of the Common Stock upon on the exercise Trading Day immediately prior to entry into definitive agreements for such sale, provided that prior to requesting the Representative’s approval, it supplies the Representative with a list of an outstanding option or warrant the investors that will participate in such private placement, and provided, further, that the Representative may only withhold its approval of such a private placement if the Representative provides to the Company documentary proof indicating that such investors or the conversion of a security outstanding on private placement structure would be harmful to the date hereof and disclosed in the Registration Statement and the Pricing Disclosure Package, (iii) the transfer Company’s reputation or deemed repurchase of capital stock by the Company for payment purposes in connection with the delivery of shares of stock pursuant to restricted stock or restricted stock units (including shares withheld or forfeited in order to satisfy any tax withholding or remittance obligations), (iv) the grant by the Company of options or other share-based awards, or the issuance of shares of the Company under any equity compensation plan of the Company disclosed in the Pricing Prospectus, or (v) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, including, without limitation, the issuance of securities by the Company to a third party in exchange for servicesoperations.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, not for a period of three (3) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file or confidentially submit a registration statement to the Commission with respect to, any shares of capital stock (including Depository Receipts) of the Company Series B Preferred Stock or any securities convertible into or into, exercisable or exchangeable for shares of capital stock (including Depository Receipts) of or that represent the Company; (ii) file or cause right to be filed any registration statement with the Commission relating to the offering of any shares of capital stock (including Depository Receipts) of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) of the Company (receive Series B Preferred Stock, other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iiiii) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of capital stock of the CompanySeries B Preferred Stock, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of capital stock of the Company Series B Preferred Stock or such other securities, in cash or otherwise. The restrictions contained , except, in this section shall not apply to each case, for (iA) the Public sale of the Securities as contemplated by this Agreement, (B) issuances of securities of the Company upon the exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Company Registration Statement, the Disclosure Package and the Prospectus, provided that such securities have not been amended to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities (C) securities issued or registered pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be sold hereunder; to a person or company or an owner of an asset in a business synergistic with the business of the Company, and (iiD) the issuance by of employee stock options not exercisable during the Lock-Up Period pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices. The Company agrees not to accelerate the vesting of Common Stock upon the exercise of an outstanding any option or warrant or the conversion lapse of a security outstanding on the date hereof and disclosed in the Registration Statement and the Pricing Disclosure Package, (iii) the transfer or deemed any repurchase of capital stock by the Company for payment purposes in connection right with the delivery of respect to any shares of stock pursuant Series B Preferred Stock prior to restricted stock or restricted stock units (including shares withheld or forfeited in order to satisfy any tax withholding or remittance obligations), (iv) the grant by the Company of options or other share-based awards, or the issuance of shares expiration of the Company under any equity compensation plan of the Company disclosed in the Pricing Prospectus, or (v) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar nonLock-capital raising transactions, including, without limitation, the issuance of securities by the Company to a third party in exchange for servicesUp Period.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, not for a period of three thirty (330) months days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock (including Depository Receipts) of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock (including Depository Receipts) of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans)Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock shares of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. In addition, the Company agrees that, without the prior written consent of the Representative, it will not, during the period ending thirty (30) days after the date hereof waive any existing transfer restriction or lock-up agreement applicable to securities held by any Lock-Up Party. The restrictions contained in this section Section 3.19 shall not apply to (i) the Public Securities Ordinary Shares to be sold hereunder or the sales of any Ordinary Shares at a price equal to or greater than the public offering price of the Ordinary Shares to be sold hereunder; , (ii) the issuance by the Company of Common Stock Ordinary Shares upon the exercise of an outstanding a stock option or warrant or the conversion of a security outstanding on the date hereof and hereof, which is disclosed in the Registration Statement Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the Pricing Disclosure Packagedate of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the transfer or deemed repurchase of capital stock by the Company for payment purposes in connection with the delivery of shares of stock pursuant to restricted stock or restricted stock units (including shares withheld or forfeited in order to satisfy any tax withholding or remittance obligations), (iv) the grant issuance by the Company of options or other share-based awardsstock options, or the issuance of shares of the Company or other awards under any equity compensation plan of the Company disclosed in Company, (iv) the Pricing Prospectusfiling of a registration statement on Form S-8 relating to employee benefit plans, (v) Ordinary Shares, or securities convertible into or exercisable for Ordinary Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated (vfor purposes of the Securities Act) with the offering of Shares hereby, and (vi) the issuance of securities Ordinary Shares in connection with mergersany acquisition, acquisitions, joint ventures, licensing arrangements strategic investment or any other similar non-capital raising transactionstransaction (including any joint venture, including, without limitationstrategic alliance or partnership); provided that in each of (ii) – (iv) above, the issuance of securities by underlying shares shall be restricted from sale during the Company to a third party in exchange for servicesentire Lock-Up Period.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entityentity of the Company, agrees that, without the prior written consent of the Representative, it will not, for a during the period of three (3) months after commencing on the date of this Agreement and ending three months following the date hereof (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock (including Depository Receipts) of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) of the CompanyCompany (other than the Additional Shares and Common Stock issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights) provided that either (a) such shares shall not vest during the Lock-Up Period or (b) the grantee of such shares will execute a Lock-Up Agreement; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock (including Depository Receipts) of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans)S-4 or S-8; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section Section 3.16 shall not apply to (i) the Public Securities to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock upon the exercise of an outstanding a stock option or warrant or the conversion of a security outstanding on the date hereof and hereof, which is disclosed in the Registration Statement and the Statement, Pricing Disclosure PackagePackage and Prospectus, (iii) the transfer or deemed repurchase of capital stock by the Company for payment purposes in connection with the delivery of shares of stock pursuant to restricted stock or restricted stock units (including shares withheld or forfeited in order to satisfy any tax withholding or remittance obligations), (iv) the grant issuance by the Company of options or other share-based awards, or the issuance of shares of the Company any security under any equity compensation plan of the Company, (iv) the issuance by the Company disclosed of shares of Common Stock in the Pricing Prospectusconnection with mergers, acquisitions or joint ventures, and (v) the issuance by the Company of securities shares of Common Stock to consultants in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-the Company’s ordinary course of business and not for capital raising transactions, including, without limitation, the issuance of securities by the Company to a third party in exchange for services.