Common use of Dribble Out Clause in Contracts

Dribble Out. The Consultant agrees not to sell during each quarter after the lock-up period more than 10% of its shares then held and not more than 1,500 shares per day. Further, in accordance with the terms and conditions set forth in this Agreement: (a) The Consultant hereby agrees that, except as permitted under sections (b) and (c) below, during the Dribble Out Period (such period as defined in (c) below), that The Consultant will sell its shares only according to 1(b) and 1(c) and will not otherwise sell their shares without the express written consent of the Company, as follows: (i) Sell any of the Lock Up Shares or other securities of the Company that the Consultant may acquire. (ii) Transfer, assign or otherwise dispose of any of the Lock Up Shares. (iii) Pledge, hypothecate, mortgage, encumber or otherwise create a lien on or pertaining to any of the Lock-Up Shares. (iv) Loan to any person or entity any of the Lock Up Shares or other of the Company’s securities. (v) Sell short the Lock Up Shares or otherwise affect short sales pertaining to any Lock Up Shares or other of the Company’s securities (vi) Acquire a put option or grant a call option with respect to any of the Company’s shares or other securities. (vii) Enter into any agreement, arrangement, or otherwise concerning or directly or indirectly pertaining to any of the foregoing transactions, or otherwise facilitate any other person or agent conducting any of the foregoing transactions. (b) For purposes of this Section, the Dribble Out Period shall mean the period beginning on the date as provided for in 1(b) and 1(c), respectively, and ending twenty-four (24) months thereafter (the “Dribble Out Period”). The Company’s Board of Directors by corporate resolution or Board meeting shall approve this Agreement in form and substance on or before the Effective Date. (c) Notwithstanding the foregoing, provided that the Company agrees in writing, the Consultant may transfer the Company’s securities without payment or other consideration: (i) if the Consultant’s principal(s) is an individual, to any family member, (ii) to any direct or indirect parent or subsidiary or. In each such case of transfer, assuming the Company agrees to the transfer in writing, the transferee will be required to execute a Dribble Out Agreement and no transfer shall be effective or need be recognized by the Company until receipt of an executed counterpart of this Agreement by the transferee. (d) The Consultant further agrees that before and after termination of the Dribble Out Period, the Consultant will comply with all securities laws, rules and regulations when purchasing or reselling the Company’s securities, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information or that otherwise are in violation of the xxxxxxx xxxxxxx rules promulgated by the Securities and Exchange Commission, and requiring the filing of accurate and truthful insider reports with the Securities and Exchange Commission. (e) The certificate for the Lock Up Shares of the Consultant shall have a legend in form and substance acceptable to the Company referring to the restrictions of this Agreement and the Company may instruct the Company’s transfer agent to stop any transfer of any securities in violation of this Agreement and may take any other action required to avoid violation of this Agreement, including, without limitation, obtaining an injunction. (f) The provisions of this Section shall continue in effect after the Lock Up Shares are registered pursuant to any Registration Statement filed under the Securities Act of 1933, as amended.

Dribble Out. The Consultant agrees not to sell during each quarter after the lock-up period more than 10% of its shares then held and not more than 1,500 shares per day. Further, in accordance with the terms and conditions set forth in this Agreement:. (a) The A. Consultant hereby agrees that, except as permitted under sections (b) and subsection (c) belowof this Section, during the Dribble Out Period (such period Period, as defined in (c) below)herein, that The Consultant Client will sell its shares only according to 1(b) and 1(c) and will not otherwise sell their shares without the express written consent of the Company, as followsnot: (i) i. Sell any of the Lock Up Shares Securities or other securities of the Client or Holding Company that received on account of ownership of the Consultant may acquireSecurities (the “Dribble-Out Securities”). (ii) . Transfer, assign or otherwise dispose of any of the Lock Up SharesDribble-Out Securities. (iii) . Pledge, hypothecate, mortgage, encumber hypothecate or otherwise create a lien on or pertaining to any of the Lock-Up SharesSecurities. (iv) . Loan to any person or entity any shares or other securities of the Lock Up Shares Client or Holding Company. v. Sell short any shares or other securities of the Client or Holding Company’s securities. (v) Sell short the Lock Up Shares or otherwise affect short sales pertaining to any Lock Up Shares or other of the Company’s securities (vi) . Acquire a put option or grant a call option with respect to any of the Company’s shares or other securitiessecurities of the Client or Holding Company. (vii) . Enter into any agreement, arrangement, or otherwise agreement concerning or directly or indirectly pertaining to any of the foregoing transactions, or otherwise facilitate any other person or agent conducting any of the foregoing transactions. B. For purposes of this Section, Holding Company shall mean any company whose stock is publicly traded (bi) with which the Client merges or consolidates or (ii) of which the Client or its successor becomes a subsidiary. For purposes of this Section, the Dribble Out Period shall mean the period beginning on the date as provided for in 1(b) and 1(c), respectively, of this Agreement and ending twenty-four six (246) months thereafter after the effective date of the first registration statement of the Client that registers for resale the Dribble-Out Securities (the “Effective Date”). Notwithstanding the foregoing, after the Effective Date Consultant may sell (if permitted under a registration statement), during any rolling thirty-day period during the Dribble Out Period”). The Company’s Board , up to 25% of Directors the Dribble-Out Securities owned by corporate resolution or Board meeting shall approve this Agreement in form and substance Consultant on or before the Effective Date. (c) C. Notwithstanding the foregoing, provided that the Company agrees in writingtransferee first signs an agreement on substantially the terms set forth herein and reasonably acceptable to the Client or Holding Company, the Consultant may transfer securities of the Company’s securities Client or Holding Company without payment or other consideration: (i) if the Consultant’s principal(s) consultant is an individual, to any family member, (ii) if Consultant is a corporation, to any direct or indirect parent or subsidiary or. In each or any shareholder of Consultant, (iii) if Consultant is a partnership, to any partner of Consultant, (iv) if Consultant is a limited liability company, to any member of Consultant, and (v) if Consultant is a trust, to any beneficiary of such case of transfer, assuming the Company agrees to the transfer in writing, the transferee will be required to execute a Dribble Out Agreement and no transfer shall be effective or need be recognized by the Company until receipt of an executed counterpart of this Agreement by the transfereetrust. (d) The D. Consultant further agrees that before and after termination of the Dribble Out Period, the Consultant will comply with all securities laws, rules and regulations when purchasing or reselling securities of the Client or Holding Company’s securities, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information or that otherwise are in violation of the xxxxxxx xxxxxxx rules promulgated by the Securities and Exchange Commission, and requiring the filing of accurate and truthful insider reports with the Securities and Exchange Commissioninformation. (e) E. The certificate for the Lock Up Shares Dribble-Out Securities of the Consultant shall have a legend in form and substance acceptable to the Client and Holding Company referring to the restrictions of this Agreement and the Client or Holding Company may instruct the Company’s transfer agent of the Client or Holding Company to stop any transfer of any securities in violation of this Agreement and may take any other action required to avoid violation of this Agreement, including, without limitation, obtaining an injunction. (f) F. The provisions of this Section shall continue in effect after the Lock Up Shares Dribble-Out Securities are registered pursuant to any Registration Statement filed under the Securities Act of 1933, as amendedregistered.

Dribble Out. The Consultant Fourier agrees not to sell during each quarter after the lock-up period more than 10% of its shares then held and not more than 1,500 3,000 shares per day. Further, in accordance with the terms and conditions set forth in this Agreement: (a) The Consultant Fourier hereby agrees that, except as permitted under sections (b) and (c) below, during the Dribble Out Period (such period as defined in (c) below), that The Consultant Fourier will sell its their shares only according to 1(b) and 1(c) and will not otherwise sell their shares without the express written consent of the Company, as follows: (i) Sell any of the Lock Up Shares or other securities of the Company that the Consultant Fourier may acquire. (ii) Transfer, assign or otherwise dispose of any of the Lock Up Shares. (iii) Pledge, hypothecate, mortgage, encumber or otherwise create a lien on or pertaining to any of the Lock-Up Shares. (iv) Loan to any person or entity any of the Lock Up Shares or other of the Company’s securities. (v) Sell short the Lock Up Shares or otherwise affect short sales pertaining to any Lock Up Shares or other of the Company’s securities (vi) Acquire a put option or grant a call option with respect to any of the Company’s shares or other securities. (vii) Enter into any agreement, arrangement, or otherwise concerning or directly or indirectly pertaining to any of the foregoing transactions, or otherwise facilitate any other person or agent conducting any of the foregoing transactions. (b) For purposes of this Section, the Dribble Out Period shall mean the period beginning on the date as provided for in 1(b) and 1(c), respectively, and ending twenty-four (24) months thereafter (the “Dribble Out Period”). The Company’s Board of Directors by corporate resolution or Board meeting shall approve this Agreement in form and substance on or before the Effective Date. (c) Notwithstanding the foregoing, provided that the Company agrees in writing, the Consultant Fourier may transfer the Company’s securities without payment or other consideration: (i) if the ConsultantFourier’s principal(s) is an individual, to any family member, (ii) to any direct or indirect parent or subsidiary or. In each such case of transfer, assuming the Company agrees to the transfer in writing, the transferee will be required to execute a Dribble Out Agreement and no transfer shall be effective or need be recognized by the Company until receipt of an executed counterpart of this Agreement by the transferee. (d) The Consultant Fourier further agrees that before and after termination of the Dribble Out Period, the Consultant Fourier will comply with all securities laws, rules and regulations when purchasing or reselling the Company’s securities, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information or that otherwise are in violation of the xxxxxxx ixxxxxx xxxxxxx rules promulgated by the Securities and Exchange Commission, and requiring the filing of accurate and truthful insider reports with the Securities and Exchange Commission. (e) The certificate for the Lock Up Shares of the Consultant Fourier shall have a legend in form and substance acceptable to the Company referring to the restrictions of this Agreement and the Company may instruct the Company’s transfer agent to stop any transfer of any securities in violation of this Agreement and may take any other action required to avoid violation of this Agreement, including, without limitation, obtaining an injunction. (f) The provisions of this Section shall continue in effect after the Lock Up Shares are registered pursuant to any Registration Statement filed under the Securities Act of 1933, as amended.

Dribble Out. The Consultant Fourier agrees not to sell during each quarter after the lock-up period more than 10% of its shares then held and not more than 1,500 3,000 shares per day. Further, in accordance with the terms and conditions set forth in this Agreement: (a) The Consultant Fourier hereby agrees that, except as permitted under sections (b) and (c) below, during the Dribble Out Period (such period as defined in (c) below), that The Consultant Fourier will sell its their shares only according to 1(b) and 1(c) and will not otherwise sell their shares without the express written consent of the Company, as follows: (i) Sell any of the Lock Up Shares or other securities of the Company that the Consultant Fourier may acquire. (ii) Transfer, assign or otherwise dispose of any of the Lock Up Shares. (iii) Pledge, hypothecate, mortgage, encumber or otherwise create a lien on or pertaining to any of the Lock-Up Shares. (iv) Loan to any person or entity any of the Lock Up Shares or other of the Company’s securities. (v) Sell short the Lock Up Shares or otherwise affect short sales pertaining to any Lock Up Shares or other of the Company’s securities. (vi) Acquire a put option or grant a call option with respect to any of the Company’s shares or other securities. (vii) Enter into any agreement, arrangement, or otherwise concerning or directly or indirectly pertaining to any of the foregoing transactions, or otherwise facilitate any other person or agent conducting any of the foregoing transactions. (b) For purposes of this Section, the Dribble Out Period shall mean the period beginning on the date as provided for in 1(b) and 1(c), respectively, and ending twenty-four (24) months thereafter (the “Dribble Out Period”). The Company’s Board of Directors by corporate resolution or Board meeting shall approve this Agreement in form and substance on or before the Effective Date. (c) Notwithstanding the foregoing, provided that the Company agrees in writing, the Consultant Fourier may transfer the Company’s securities without payment or other consideration: (i) if the ConsultantFourier’s principal(s) is an individual, to any family member, (ii) to any direct or indirect parent or subsidiary or. In each such case of transfer, assuming the Company agrees to the transfer in writing, the transferee will be required to execute a Dribble Out Agreement and no transfer shall be effective or need be recognized by the Company until receipt of an executed counterpart of this Agreement by the transferee. (d) The Consultant Fourier further agrees that before and after termination of the Dribble Out Period, the Consultant Fourier will comply with all securities laws, rules and regulations when purchasing or reselling the Company’s securities, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information or that otherwise are in violation of the xxxxxxx xxxxxxx rules promulgated by the Securities and Exchange Commission, and requiring the filing of accurate and truthful insider reports with the Securities and Exchange Commission. (e) The certificate for the Lock Up Shares of the Consultant Fourier shall have a legend in form and substance acceptable to the Company referring to the restrictions of this Agreement and the Company may instruct the Company’s transfer agent to stop any transfer of any securities in violation of this Agreement and may take any other action required to avoid violation of this Agreement, including, without limitation, obtaining an injunction. (f) The provisions of this Section shall continue in effect after the Lock Up Shares are registered pursuant to any Registration Statement filed under the Securities Act of 1933, as amended. (g) Stop Transfer Instructions. Fourier agrees that the Company may issue instructions to its transfer agent that prohibits transfer in violation of this Agreement.

Dribble Out. The Consultant agrees not to sell during each quarter after the lock-up period more than 10% of its shares then held and not more than 1,500 shares per day. Further, in accordance with the terms and conditions set forth in this Agreement: (a) The Consultant hereby agrees that, except as permitted under sections (b) and (c) below, during the Dribble Out Period (such period as defined in (c) below), that The Consultant will sell its shares only according to 1(b) and 1(c) and will not otherwise sell their shares without the express written consent of the Company, as follows: (i) Sell any of the Lock Up Shares or other securities of the Company that the Consultant may acquire. (ii) Transfer, assign or otherwise dispose of any of the Lock Up Shares. (iii) Pledge, hypothecate, mortgage, encumber or otherwise create a lien on or pertaining to any of the Lock-Up Shares. (iv) Loan to any person or entity any of the Lock Up Shares or other of the Company’s securities. (v) Sell short the Lock Up Shares or otherwise affect short sales pertaining to any Lock Up Shares or other of the Company’s securities (vi) Acquire a put option or grant a call option with respect to any of the Company’s shares or other securities. (vii) Enter into any agreement, arrangement, or otherwise concerning or directly or indirectly pertaining to any of the foregoing transactions, or otherwise facilitate any other person or agent conducting any of the foregoing transactions. (b) For purposes of this Section, the Dribble Out Period shall mean the period beginning on the date as provided for in 1(b) and 1(c), respectively, and ending twenty-four (24) months thereafter (the “Dribble Out Period”). The Company’s Board of Directors by corporate resolution or Board meeting shall approve this Agreement in form and substance on or before the Effective Date. (c) Notwithstanding the foregoing, provided that the Company agrees in writing, the Consultant may transfer the Company’s securities without payment or other consideration: (i) if the Consultant’s principal(s) is an individual, to any family member, (ii) to any direct or indirect parent or subsidiary or. In each such case of transfer, assuming the Company agrees to the transfer in writing, the transferee will be required to execute a Dribble Out Agreement and no transfer shall be effective or need be recognized by the Company until receipt of an executed counterpart of this Agreement by the transferee. (d) The Consultant further agrees that before and after termination of the Dribble Out Period, the Consultant will comply with all securities laws, rules and regulations when purchasing or reselling the Company’s securities, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information or that otherwise are in violation of the xxxxxxx ixxxxxx xxxxxxx rules promulgated by the Securities and Exchange Commission, and requiring the filing of accurate and truthful insider reports with the Securities and Exchange Commission. (e) The certificate for the Lock Up Shares of the Consultant shall have a legend in form and substance acceptable to the Company referring to the restrictions of this Agreement and the Company may instruct the Company’s transfer agent to stop any transfer of any securities in violation of this Agreement and may take any other action required to avoid violation of this Agreement, including, without limitation, obtaining an injunction. (f) The provisions of this Section shall continue in effect after the Lock Up Shares are registered pursuant to any Registration Statement filed under the Securities Act of 1933, as amended.