Lock-Up/Leak-Out Agreement. Subject to the PIPE Offering closing with gross proceeds to the Company of at least $14,000,000.00, the Holder shall enter into a lock-up/leak-out agreement with the Company in substantially the form attached hereto as Exhibit B-1 or Exhibit B-2, as applicable. The Company shall enter into agreements (the “Other Lockups”) in the forms attached hereto as Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable, to be dated as of the date of the closing of the PIPE Offering, with (i) all holders of debt and preferred stock issued by the Company, except as set forth on Schedule 4(f), and (ii) the Company’s officers and directors (“Other Lockup Parties”). All Other Lockup Parties are identified on Schedule 5. The Company shall enforce the Other Lockups as to each Other Lockup Party. The Company shall equally treat the Holder and all the Other Lockup Parties under the Other Lockups and this Agreement. No Other Lockup may be modified, amended or waived, without the consent of the Holder. The Company may not release any Other Lockup Party from any obligation under the Other Lockups unless the Holder is given prior notice thereof and is likewise released from its obligations under the Lock-up Agreement executed pursuant to this Section 5.
Lock-Up/Leak-Out Agreement. In connection with this Agreement, Seller agrees to enter into the lock-up/leak-out agreement, a form of which is attached hereto as Exhibit A (“Lock-Up/Leak-Out Agreement”), which restricts the sale, assignment, transfer, conveyance, or hypothecation of the Edgeline Shares on the terms set forth therein. The Edgeline Shares to be issued to the Seller are free and clear of all liens, encumbrances, restrictions and claims of every kind, except for the Lock-Up/Leak-Out Agreement.
Lock-Up/Leak-Out Agreement. Mxxxxxx hereby agrees to a lock-up/leak-out agreement on the Shares such that when the Shares are registered as set forth in paragraph 4 and become free-trading, Mxxxxxx will not sell more than 20,000 shares in any 7 day period.
Lock-Up/Leak-Out Agreement. All EME Stock issued to the Seller pursuant to this Agreement will be restricted stock and subject to a lock-up/leak-out agreement in the form attached hereto as Exhibit B (the “Lock-up/Leak-out Agreement”). Specifically, the Lock-up/Leak-out Agreement includes the following terms:
(1) No sales of the Initial Shares within the first twelve (12) months;
(2) After twelve (12) months, a maximum of five percent (5%) the Initial Shares may be sold each month;
(3) No sales of any Earn-Out Shares within the first six (6) months of issuance;
(4) After six (6) months, a maximum of five percent (5%) of any issued Earn-Out Shares may be sold each month.
(5) On any single trading day, Seller limited to sell no more than the greater of (i) 2,500 shares of EME Stock, or (ii) five percent (5%) of the daily volume of EME Stock on such trading day; and
(6) All sales will be made at no less than the best “asked” prices, and no sales will be made at the “bid” prices, unless the price per share of such sale exceeds the previous trading day’s closing price.
Lock-Up/Leak-Out Agreement. All MJH Stock issued to the Seller pursuant to this Agreement will be restricted stock and subject to a lock-up/leak-out agreement substantially in the form attached hereto as Exhibit 1 (the “Lock-up/Leak-out Agreement”). Specifically, the Lock-up/Leak-out Agreement shall include the following terms, among others:
(1) No sales of the Shares issuable pursuant to this Agreement within the first twelve (12) months of the Closing;
(2) After twelve (12) months from the Closing, a maximum of ten percent (10%) of the Shares issuable pursuant to this Agreement may be sold each month;
(3) On any single trading day, Seller limited to sell no more than the greater of (i) 2,500 shares of MJH Stock, or (ii) five percent (5%) of the daily volume of MJH Stock on such trading day; and
(4) All sales to be made at no less than the best “asked” prices, and no sales to be made at the “bid” prices, unless the price per share of such sale exceeds the previous trading day’s closing price.
Lock-Up/Leak-Out Agreement. At the Effective Time, FSI shall deliver -------------------------- to the other parties thereto a lock up-leak out agreement restricting the sale of FSI Shares.
Lock-Up/Leak-Out Agreement. In accordance with the terms of the Lock-Up/Leak-Out Agreement annexed hereto as Exhibit 5.18, which agreement shall be executed at the Closing, certain holders of shares of capital stock of Pukka shall be entitled to sell, transfer, encumber or otherwise dispose of any of the Sunrise Common Shares or any shares of Sunrise Common Stock issued upon conversion of the Sunrise Preferred Shares. Schedule 5.18 attached hereto lists those Shareholders entitled to the benefits of the Lock-Up/Leak-Out Agreement, together with the number of Sunrise Common Shares and Sunrise Preferred Shares to be issued to such Shareholders pursuant to this Agreement.
Lock-Up/Leak-Out Agreement. The resale of the Compensation Shares shall be subject to the terms and provisions of the Lock-Up/Leak-Out Agreement that is attached hereto as Exhibit B, and Merrell shall execute and deliver the Lock-Up/Leak-Out Agreement as a condition to receipt of the Compensation Shares.
Lock-Up/Leak-Out Agreement. The shares issued to Tracon pursuant to this Agreement shall be subject to the terms and conditions of that certain Lock-Up/Leak-Out Agreement, attached hereto as Appendix E; provided, however, that:
4.11.1. In connection with the Enviro-Kairos Share Exchange, Tracon shall receive shares of Kairos on the same terms and with the same restrictions as those of other holders of common stock of Enviro (who will have their shares converted into shares of Kairos in the Enviro-Kairos Share Exchange), and, if such other Enviro shareholders do not have (or have less restrictive) Lock-Up/Leak-Out Agreements, Tracon5 s Lock-Up/Leak-Out Agreement and restrictions shall automatically be adjusted, or eliminated, as applicable, on a most favored nations basis with the other Enviro shareholders; and
4.11.2. In connection with any Kairos-BLAB Transaction, Tracon shall receive shares of BLAB on the same terms and with the same restrictions as those of other holders of common stock of Kairos, including New Investors, if applicable, (who will have their shares converted into shares of BLAB in the Kairos-BLAB Transaction), and, if such other Kairos shareholders or New Investors do not have, or have less restrictive, Lock-Up/Leak-Out Agreements in connection therewith, then Tracon’s Lock-Up/Leak-Out Agreement and restrictions shall automatically be adjusted, or eliminated, as applicable, on a most favored nations basis with the other Kairos shareholders or New Investors.
Lock-Up/Leak-Out Agreement. All MJHI Stock issued to the SHAREHOLDERS pursuant to this Agreement will be restricted stock and subject to a lock-up/leak-out agreement in the form attached hereto as Exhibit B (the “Lock-up/Leak-out Agreement”). Specifically, the Lock-up/Leak-out Agreement includes the following terms:
1.5.1. A total term of thirty-six (36) months;
1.5.2. No sales within the first six (6) months;
1.5.3. No more than 12% of the any Founder’s Initial Shares may be sold during the first twelve (12) months;
1.5.4. After twelve (12) months, a maximum of 3.0% of the Founder’s Initial Shares may be sold each month;
1.5.5. Each seller is limited to sell no more than 2,500 shares of MJHI Stock on any single trading day. In the event average daily volume of trading on the OTCQB Market (or another market is applicable) increases to more than 25,000 shares, this limitation will be increased to 10% of the average daily trading volume. Average daily trading volume for this purpose will be determined over the immediate preceding 15 trading days.
