Common use of Lock-Up Restrictions Clause in Contracts

Lock-Up Restrictions. (a) Java Universe agrees that other than as set forth below, it shall not: (i) sell, assign, exchange, transfer, pledge, distribute or otherwise dispose of (X) any of the Common Stock received by Java Universe pursuant to this Agreement, or (Y) any interest (including, without limitation, an option to buy or sell) in any such Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction in respect of any Common Stock received by Java Universe pursuant to this Agreement or any interest therein, the intent or effect of which is the effective economic disposition of such shares (including, but not limited to, engaging in put, call, short-sale, straddle or similar market transactions) (the foregoing restrictions are referred to herein as “Lock-Up Restrictions”). (b) Java Universe’s Common Stock (including any Common Stock issued pursuant to Section 4.4 hereof) acquired pursuant to this Agreement shall be released from the Lock-Up Restrictions on the date eighteen (18) months after the Closing Date. (c) The certificates evidencing the Common Stock received by Java Universe pursuant to this Agreement shall bear a legend as set forth below and such legend shall remain during the term of the Lock-Up Restrictions as set forth above: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS SET FORTH IN THAT CERTAIN ASSET PURCHASE AGREEMENT BY AND AMONG JDCO, INC., A CALIFORNIA CORPORATION, SOLELY FOR PURPOSES OF ARTICLE SIX, JAVA DETOUR, INC., A DELAWARE CORPORATION, SOLEY FOR PURPOSES OF ARTICLE THREE, XXXX XXXXXX AND XXXXXX XXXXX, AND THE HOLDER HEREOF (THE “PURCHASE AGREEMENT”), AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF PRIOR TO THAT CERTAIN TIME PERIOD DETAILED IN SECTION 5.12 OF THE PURCHASE AGREEMENT. THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) UPON THE EXPIRATION OF THE TIME PERIOD SPECIFIED IN SECTION 5.12 OF THE PURCHASE AGREEMENT. A COPY OF THE PURCHASE AGREEMENT IS AVAILABLE FOR YOUR REVIEW AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.”

Lock-Up Restrictions. (a) Java Universe agrees that other than as set forth below, it shall not: The Holder may not (ia) sell, assign, exchange, transfer, pledge, distribute or otherwise dispose of (Xi) this Warrant or any portion of the Common Stock received by Java Universe pursuant to this Agreement, or (Y) any interest (including, without limitation, an option to buy or sell) in any such Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purposeWarrant; or (ii) any Warrant Shares acquired upon exercise of this Warrant; or (b) engage in any transaction in respect of any Common Stock received by Java Universe pursuant to this Agreement Warrant or any Warrant Shares or any interest therein, the intent or effect of which is the effective economic disposition of such shares this Warrant or any Warrant Shares (including, but not limited to, engaging in put, call, short-sale, straddle or similar market transactions), for a period of twelve (12) months from the date of issuance of this Warrant (the foregoing restrictions are referred to herein as “Lock-Up RestrictionsPeriod”). (b) Java Universe’s Common Stock (including any Common Stock issued pursuant to Section 4.4 hereof) acquired pursuant to this Agreement shall be released from the Lock-Up Restrictions on the date eighteen (18) months after the Closing Date. (c) The certificates evidencing the Common Stock received by Java Universe pursuant to any Warrant Shares issued on exercise of this Agreement Warrant shall bear a the legend as set forth below and such legend shall remain during the term of the this applicable Lock-Up Restrictions Period as set forth indicated in Section 7(a) above: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS SET FORTH IN THAT CERTAIN ASSET PURCHASE AGREEMENT WARRANT ISSUED BY AND AMONG JDCOEMPOWERED PRODUCTS, INC., A CALIFORNIA NEVADA CORPORATION, SOLELY FOR PURPOSES OF ARTICLE SIX, JAVA DETOUR, INC., A DELAWARE CORPORATION, SOLEY FOR PURPOSES OF ARTICLE THREE, XXXX XXXXXX AND XXXXXX XXXXX, AND TO THE HOLDER HEREOF (THE “PURCHASE AGREEMENTWARRANT”), AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF PRIOR TO THAT CERTAIN TIME PERIOD DETAILED IN SECTION 5.12 OF THE PURCHASE AGREEMENTWARRANT. THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) UPON THE EXPIRATION OF THE TIME PERIOD SPECIFIED IN SECTION 5.12 OF THE PURCHASE AGREEMENTWARRANT. A COPY OF THE PURCHASE AGREEMENT WARRANT IS AVAILABLE FOR YOUR REVIEW AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.” (c) In order to enforce the restrictions and obligations set forth in this Section 7, the Company may impose stop-transfer instructions with respect to this Warrant and any Warrant Shares acquired upon exercise of this Warrant.

Lock-Up Restrictions. It is understood that the Common Stock issued to Java Universe hereunder will bear the following legend: (a) Java Universe agrees that other than as set forth below, it shall not: (i) sell, assign, exchange, transfer, pledge, distribute or otherwise dispose of (X) any of the Common Stock received by Java Universe pursuant to this Agreement, or (Y) any interest (including, without limitation, an option to buy or sell) in any such Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction in respect of any Common Stock received by Java Universe pursuant to this Agreement or any interest therein, the intent or effect of which is the effective economic disposition of such shares (including, but not limited to, engaging in put, call, short-sale, straddle or similar market transactions) (the foregoing restrictions are referred to herein as “Lock-Up Restrictions”). (b) Java Universe’s Common Stock (including any Common Stock issued pursuant to Section 4.4 hereof) acquired pursuant to this Agreement shall be released from the Lock-Up Restrictions on the date eighteen (18) months after the Closing Datedate such stock is issued. (c) The certificates evidencing the Common Stock received by Java Universe pursuant to this Agreement shall bear a legend as set forth below and such legend shall remain during the term of the Lock-Up Restrictions as set forth above: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS SET FORTH IN THAT CERTAIN ASSET PURCHASE AGREEMENT TERMINATION, WAIVER AND MUTUAL RELEASE BY AND AMONG JDCO, INCJAVA DETOUR FRANCHISE CORP., A CALIFORNIA CORPORATION, SOLELY FOR PURPOSES OF ARTICLE SIXSECTIONS 1 AND 7, JAVA DETOUR, INC., A DELAWARE CORPORATION, SOLEY FOR PURPOSES OF ARTICLE THREE, XXXX XXXXXX AND XXXXXX XXXXX, AND THE HOLDER HEREOF (THE “PURCHASE TERMINATION AGREEMENT”), AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF PRIOR TO THAT CERTAIN TIME PERIOD DETAILED IN SECTION 5.12 7 OF THE PURCHASE TERMINATION AGREEMENT. THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) UPON THE EXPIRATION OF THE TIME PERIOD SPECIFIED IN SECTION 5.12 7 OF THE PURCHASE TERMINATION AGREEMENT. A COPY OF THE PURCHASE TERMINATION AGREEMENT IS AVAILABLE FOR YOUR REVIEW AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.”

Lock-Up Restrictions. The Pledged Shares or Pledged Units become subject to any Transfer Restrictions as a result of the entry by Borrower, Parent or any other Affiliate of Borrower into a lock-up agreement or similar restriction with respect to any Class A Shares, Class B Shares and/or Class B Units (awhether in connection with an offering of Class A Shares, Class B Shares and/or Class B Units and/or any other securities and whether by Issuer, Borrower, Parent or any other Affiliate of Issuer); THEN, (1) Java Universe agrees that upon the occurrence and during the continuance of any Event of Default described in Section 7.1(a), 7.1(e) or 7.1(f), automatically, and (2) upon the occurrence of any other than as set forth belowEvent of Default, it upon notice to the Borrower by the Administrative Agent (which notice the Administrative Agent shall notdeliver at the request of any Lender, specifying the relevant Lender or Lenders making such request therein (such Lenders, the “Accelerating Lenders” and such notice, an “Acceleration Notice”), (A) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower: (i) sell, assign, exchange, transfer, pledge, distribute or otherwise dispose the unpaid principal amount of (X) any and accrued interest on the Loans of the Common Stock received by Java Universe pursuant to this Agreement, or (Y) any interest (including, without limitation, an option to buy or sell) in any such Common StockAccelerating Lenders (such Loans, in whole or in part, the “Accelerated Loans”) and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage all other Obligations owing with respect to such Accelerated Loans to any such Accelerating Lenders; and (B) any such Accelerating Lenders may enforce any and all Liens and security interests granted to them pursuant to the Collateral Documents, and (C) the Administrative Agent may deliver to the Issuer the Notice of Assignment of Registration Rights (it being understood and agreed that the Administrative Agent shall not deliver such notice to the Issuer prior to the occurrence of the earlier of (x) any Event of Default described in any transaction in respect Section 7.1(a), 7.1(e) or 7.1(f) and (y) the delivery of notice to the Borrower pursuant to clause (2) above). In addition to the foregoing rights and remedies, upon the occurrence and during the continuation of any Common Stock received by Java Universe pursuant to this Agreement or Event of Default, any interest thereinLender may instruct the Administrative Agent to, and upon such instruction, the intent Administrative Agent shall, exercise any and all rights and remedies under the Parent Guaranty, at law or effect in equity, with respect to the Guaranteed Obligations (as defined therein) owing to such Lender. The Administrative Agent agrees to provide a copy of which is each Acceleration Notice to Lenders that are not the effective economic disposition of such shares (including, but not limited to, engaging in put, call, short-sale, straddle or similar market transactions) (the foregoing restrictions are referred to herein as “Lock-Up Restrictions”)relevant Accelerating Lenders. (b) Java Universe’s Common Stock (including any Common Stock issued pursuant to Section 4.4 hereof) acquired pursuant to this Agreement shall be released from the Lock-Up Restrictions on the date eighteen (18) months after the Closing Date. (c) The certificates evidencing the Common Stock received by Java Universe pursuant to this Agreement shall bear a legend as set forth below and such legend shall remain during the term of the Lock-Up Restrictions as set forth above: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS SET FORTH IN THAT CERTAIN ASSET PURCHASE AGREEMENT BY AND AMONG JDCO, INC., A CALIFORNIA CORPORATION, SOLELY FOR PURPOSES OF ARTICLE SIX, JAVA DETOUR, INC., A DELAWARE CORPORATION, SOLEY FOR PURPOSES OF ARTICLE THREE, XXXX XXXXXX AND XXXXXX XXXXX, AND THE HOLDER HEREOF (THE “PURCHASE AGREEMENT”), AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF PRIOR TO THAT CERTAIN TIME PERIOD DETAILED IN SECTION 5.12 OF THE PURCHASE AGREEMENT. THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) UPON THE EXPIRATION OF THE TIME PERIOD SPECIFIED IN SECTION 5.12 OF THE PURCHASE AGREEMENT. A COPY OF THE PURCHASE AGREEMENT IS AVAILABLE FOR YOUR REVIEW AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.”