Common use of Lockup Agreement Clause in Contracts

Lockup Agreement. (a) Subscriber hereby agrees that, except as permitted under subsection (b) of this Section (5), during the Restricted Period, as defined herein, Subscriber will not: (i) Sell any of the Securities or other securities of the Company or Holding Company received on account of ownership of the Securities (the “Lock-Up Securities”). (ii) Transfer, assign or otherwise dispose of any of the Lock-up Securities. (iii) Pledge, hypothecate or otherwise create a lien on any of the Lock-Up Securities. (iv) Loan to any person or entity any shares or other securities of the Company or Holding Company. (v) Sell short any shares or other securities of the Company or Holding Company. (vi) Acquire a put option or grant a call option with respect to any shares or other securities of the Company or Holding Company. (vii) Enter into any agreement concerning any of the foregoing transactions, or otherwise facilitate any other person conducting any of the foregoing transactions. (b) For purposes of this Section (5), Holding Company shall mean any company whose stock is publicly traded (i) with which the Company merges or consolidates or (ii) of which the Company or its successor becomes a subsidiary. For purposes of this Section (5), the Restricted Period shall mean the period beginning on the date of this Agreement and ending 18 months after the effective date of the first registration statement of the Company that registers for resale the Lock-Up Securities (the “Effective Date”). Notwithstanding the foregoing, after the Effective Date Subscriber may sell, during any rolling thirty-day period during the Restricted Period, up to 33% of the Lock-Up Securities owned by Subscriber on the Effective Date. The Board of Directors of the Company or Holding Company may terminate the Restricted Period or allow Subscriber to take a prohibited action prior to termination of the Restricted Period with respect to some or all of the Lock-Up Securities owned by the Subscriber, if the Board provides all other Subscribers of the Company or Holding Company who have the same Restricted Period with the same termination or waiver at the same time and to the same extent as for Subscriber. (c) Notwithstanding the foregoing, provided the transferee first signs a Lockup Agreement on substantially the terms set forth in this Section 5 and reasonably acceptable to the Company or Holding Company, Subscriber may transfer securities of the Company or Holding Company without payment or other consideration: (i) if Subscriber is an individual, to any family member, (ii) if Subscriber is a corporation, to any direct or indirect parent or subsidiary or any shareholder of Subscriber, (iii) if Subscriber is a partnership, to any partner of Subscriber, (iv) if Subscriber is a limited liability company, to any member of Subscriber, and (v) if Subscriber is a trust, to any beneficiary of such trust. (d) Subscriber further agrees that before and after termination of the Restricted Period, Subscriber will comply with all securities laws, rules and regulations when purchasing or reselling securities of the Company or Holding Company, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information. (e) The Lock-Up Securities of Subscriber shall have a legend in form and substance acceptable to the Company and Holding Company referring to the restrictions of this Agreement and the Company or Holding Company may instruct the transfer agent of the Company 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) The provisions of this Section (5) shall continue in effect after the Lock-Up Securities are registered pursuant to the Registration Rights Agreement.

Lockup Agreement. (a) Subscriber hereby agrees that, except as permitted under subsection (b) of this Section (5), during the Restricted Period, as defined herein, Subscriber will not: (i) Sell any of the Securities or other securities of the Company or Holding Company received on account of ownership of the Securities (the “Lock-Up Securities”). (ii) Transfer, assign or otherwise dispose of any of the Lock-up Securities. (iii) Pledge, hypothecate or otherwise create a lien on any of the Lock-Up Securities. (iv) Loan to any person or entity any shares or other securities of the Company or Holding Company. (v) Sell short any shares or other securities of the Company or Holding Company. (vi) Acquire a put option or grant a call option with respect to any shares or other securities of the Company or Holding Company. (vii) Enter into any agreement concerning any of the foregoing transactions, or otherwise facilitate any other person conducting any of the foregoing transactions. (b) For purposes of this Section (5), Holding Company shall mean any company whose stock is publicly traded (i) with which the Company merges or consolidates or (ii) of which the Company or its successor becomes a subsidiary. For purposes of this Section (5), the Restricted Period shall mean the period beginning on the date of this Agreement and ending 18 months after the effective date of the first registration statement of the Company that registers for resale the Lock-Up Securities (the “Effective Date”). Notwithstanding the foregoing, after the Effective Date Subscriber may sell, during any rolling thirty-day period during the Restricted Period, up to 33% 33⅓% of the Lock-Up Securities owned by Subscriber on the Effective Date. The Board of Directors of the Company or Holding Company may terminate the Restricted Period or allow Subscriber to take a prohibited action prior to termination of the Restricted Period with respect to some or all of the Lock-Up Securities owned by the Subscriber, if the Board provides all other Subscribers of the Company or Holding Company who have the same Restricted Period with the same termination or waiver at the same time and to the same extent as for Subscriber. (c) Notwithstanding the foregoing, provided the transferee first signs a Lockup Agreement on substantially the terms set forth in this Section 5 and reasonably acceptable to the Company or Holding Company, Subscriber may transfer securities of the Company or Holding Company without payment or other consideration: (i) if Subscriber is an individual, to any family member, (ii) if Subscriber is a corporation, to any direct or indirect parent or subsidiary or any shareholder of Subscriber, (iii) if Subscriber is a partnership, to any partner of Subscriber, (iv) if Subscriber is a limited liability company, to any member of Subscriber, and (v) if Subscriber is a trust, to any beneficiary of such trust. (d) Subscriber further agrees that before and after termination of the Restricted Period, Subscriber will comply with all securities laws, rules and regulations when purchasing or reselling securities of the Company or Holding Company, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information. (e) The Lock-Up Securities of Subscriber shall have a legend in form and substance acceptable to the Company and Holding Company referring to the restrictions of this Agreement and the Company or Holding Company may instruct the transfer agent of the Company 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) The provisions of this Section (5) shall continue in effect after the Lock-Up Securities are registered pursuant to the Registration Rights Agreement.

Lockup Agreement. (a) Subscriber hereby agrees thatUSOL has obtained, and has delivered to FLCI, the agreement of each holder of any share of USOL Preferred Stock that such holder, except as permitted under subsection provided in SCHEDULE 4.9, for a period of one (b1) year after the Effective Time, but in no event later than eighteen (18) months from the date hereof, shall not sell, pledge, encumber or otherwise transfer or dispose of, and shall not permit to be sold, encumbered, attached or otherwise disposed of this Section or transferred in any manner, either voluntarily or by operation of law (5"TRANSFER"), during the Restricted Period, as defined herein, Subscriber will not: (i) Sell all or any portion of the Securities shares of Company Preferred Stock that such holder owns or other securities of the Company or Holding Company received on account of ownership of the Securities (the “Lock-Up Securities”). (ii) Transfer, assign or otherwise dispose of any of the Lock-up Securities. (iii) Pledge, hypothecate or otherwise create a lien on any of the Lock-Up Securities. (iv) Loan to any person or entity any shares or other securities of the Company or Holding Company. (v) Sell short any shares or other securities of the Company or Holding Company. (vi) Acquire a put option or grant a call option with respect to any shares or other securities of the Company or Holding Company. (vii) Enter into any agreement concerning any of the foregoing transactions, or otherwise facilitate any other person conducting any of the foregoing transactionshereafter acquires. (b) For USOL has obtained, through execution and delivery of the Common Stockholder and Warrant Holder Registration Rights Agreement dated as of the date hereof, the agreement of each holder of USOL Common Stock and each holder of a USOL Warrant that such holder, for a period of six months after the Effective Time, but in no event later than nine (9) months from the date hereof (the "LOCKUP PERIOD"), shall not Transfer, and shall not permit to be Transferred, all or any portion of the shares of Company Common Stock or of the Company Warrants that such holder owns or hereafter acquires; PROVIDED, HOWEVER, that during the Lockup Period, each such holder may make Transfers to Qualified Institutional Buyers (as such term is defined in Rule 144A under the Securities Act); and PROVIDED FURTHER, that each such holder may (i) transfer all or any part of such holder's USOL Common Stock and/or USOL Warrants to one or more Affiliates which, for purposes of this Section (54.9(b), Holding Company shall mean include members of any company whose stock is publicly traded (i) with holder which the Company merges or consolidates or (ii) of which the Company or its successor becomes a subsidiary. For purposes of this Section (5), the Restricted Period shall mean the period beginning on the date of this Agreement and ending 18 months after the effective date of the first registration statement of the Company that registers for resale the Lock-Up Securities (the “Effective Date”). Notwithstanding the foregoing, after the Effective Date Subscriber may sell, during any rolling thirty-day period during the Restricted Period, up to 33% of the Lock-Up Securities owned by Subscriber on the Effective Date. The Board of Directors of the Company or Holding Company may terminate the Restricted Period or allow Subscriber to take a prohibited action prior to termination of the Restricted Period with respect to some or all of the Lock-Up Securities owned by the Subscriber, if the Board provides all other Subscribers of the Company or Holding Company who have the same Restricted Period with the same termination or waiver at the same time and to the same extent as for Subscriber. (c) Notwithstanding the foregoing, provided the transferee first signs a Lockup Agreement on substantially the terms set forth in this Section 5 and reasonably acceptable to the Company or Holding Company, Subscriber may transfer securities of the Company or Holding Company without payment or other consideration: (i) if Subscriber is an individual, to any family member, (ii) if Subscriber is a corporation, to any direct or indirect parent or subsidiary or any shareholder of Subscriber, (iii) if Subscriber is a partnership, to any partner of Subscriber, (iv) if Subscriber is a limited liability company, employees or directors of each such holder; (ii) Transfer such holder's USOL Common Stock and/or USOL Warrants in connection with any exchange, reclassification or other conversion of shares into any cash, securities or other property pursuant to any member of Subscriber, and (v) if Subscriber is a trust, to any beneficiary of such trust. (d) Subscriber further agrees that before and after termination of the Restricted Period, Subscriber will comply with all securities laws, rules and regulations when purchasing merger or reselling securities consolidation of the Company or Holding Companyany of its subsidiaries with, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information. (e) The Lock-Up Securities of Subscriber shall have a legend in form and substance acceptable to the Company and Holding Company referring to the restrictions of this Agreement and or any sale or transfer by the Company or Holding Company may instruct the transfer agent any of its subsidiaries of all or substantially all its assets to, any Person; and (iii) Transfer such holder's USOL Common Stock and/or USOL Warrants in connection with any statutory share exchange or any recapitalization of the Company or Holding any of its subsidiaries; and PROVIDED FURTHER, that if the conditions precedent for USOL to exercise the call option under Section 8 of the USOL Other Warrants exist, then the Lockup Period with respect to the 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 injunctionOther Warrants shall terminate. (fc) The provisions USOL has obtained, through execution and delivery by Don Barlow and Robert Solomon (for the purposes of this Section (5paragraph xxxx, xxx "HOLXXXX") shall continue in effect xx xxx Officers Indemnification Agreement dated as of the date hereof, and has delivered to FLCI, the agreement of each such holder with respect to the Company Common Stock that such holder, for a period of one year after the Lock-Up Securities are registered pursuant Effective Time, but in no event later than eighteen (18) months from the date hereof (the "OTHER LOCKUP PERIOD"), shall not Transfer, and shall not permit to be Transferred, all or any portion of the Registration Rights Agreementshares of Company Common Stock that such holder owns or hereafter acquires.

Lockup Agreement. (a) Subscriber hereby Notwithstanding the effectiveness of the Registration Statement, in consideration for the Company agreeing to its obligations under this Agreement, each Investor agrees thatthat it shall not offer, except as permitted under subsection sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise sell or dispose of (bor announce any offer, sale, offer of sale, contract of sale, pledge, grant of an option to purchase or other sale or disposition of) any shares of this Section Registrable Stock on or before the eighteen-month anniversary of the Closing Date (5), during the Restricted Period, as defined hereinin the Merger Agreement); provided, Subscriber will not:however, (i) Sell any that during the First Release Period (as defined in the Merger Consideration Escrow Agreement) up to 10% of the Securities or other securities shares of Registrable Stock held by all of the Company or Holding Company received on account of ownership Investors (the "First Release Volume Limitation") may be sold first by the Stockholders' Representative for the benefit of the Securities Incentive Plan Participants (as defined in the Merger Consideration Escrow Agreement) in accordance with the Merger Consideration Escrow Agreement and subject to the aggregate daily and weekly volume limits for all of the Investors listed on Exhibit B hereto solely to fund such Incentive Plan Participants' Withholding Amounts (as defined in the Merger Consideration Escrow Agreement) until such time as the Incentive Plan Participants' Withholding Amounts are paid in full (the “Lock-Up Securities”"Incentive Payoff")., second if the Incentive Payoff is satisfied in full, by the Stockholders' Representative for any then known expenses or fees contemplated by Section 8 of the Merger Consideration Escrow Agreement, including for the benefit of First Data Resources Inc. ("First Data") and Xxxxxx Xxxxxx (collectively, "MCEA Expenses") in accordance with the Merger Consideration Escrow Agreement and subject to the aggregate daily and weekly volume limits for all of the Investors listed on Exhibit B hereto until such time as the then known MCEA Expenses are paid in full (the "the "MCEA Expense Payoff"), third, if the Incentive Payoff and the MCEA Expense Payoff are satisfied in full, by the Investors listed on Exhibit B and Vault Holdings, LLC ("Vault") (provided that Vault may not sell more than the Registrable Shares transferred to it under Section 5(b) of the Merger Consideration Escrow Agreement) subject to the aggregate daily and weekly volume limits for all of the Investors listed on Exhibit B hereto, including the daily and weekly volume limits for Vault set forth on Exhibit C hereto, but only for such period of time as Xxxxxx Xxxxxxxxxx in his capacity of Stockholders Representative or his agent ("Xxxxxxxxxx") deems reasonably appropriate (such period not to extend beyond the earlier of (i) the date on which each of the Investors set forth on Exhibit B have sold all its Authorized Number (as defined in the Merger Consideration Escrow Agreement) of shares of Registrable Stock and (ii) the Exclusivity Cap Date (as defined below)) (the last day of such period being the "Former Creditor Payoff Date"), and fourth, beginning immediately after the Former Creditor Payoff Date has occurred, by the Investors listed on Exhibit C hereto and subject to each Investor's daily and weekly volume limits as set forth on Exhibit C; provided, further, (ii) Transfer, assign or otherwise dispose of any that during the Second Release Period (as defined in the Merger Consideration Escrow Agreement) up to an additional 15% of the Lock-up Securities.shares of Registrable Stock held by all of the Investors (the "Second Release Volume Limitation") may be sold first by the Stockholders' Representative to satisfy the Incentive Payoff, if any, second if the Incentive Payoff is satisfied in full, by the Stockholders' Representative to satisfy the MCEA Expense Payoff, if any, third, if the Incentive Payoff and the MCEA Expense Payoff are satisfied in full and the Former Creditor Payoff Date has not occurred, by the Investors listed on Exhibit B and Vault (provided that Vault may not sell more than the Registrable Shares transferred to it under Section 5(b) of the Merger Consideration Escrow Agreement) subject to the aggregate daily and weekly volume limits for all of the Investors listed on Exhibit B hereto, including the daily and weekly volume limits for Vault set forth on Exhibit C hereto, but only for such period of time not to extend beyond the Former Creditor Payoff Date, as determined above, and fourth, beginning immediately after the Former Creditor Payoff Date has occurred, by the Investors listed on Exhibit C hereto and subject to each Investor's daily and weekly volume limits as set forth on Exhibit C; provided, further, (iii) Pledge, hypothecate or otherwise create a lien on any of that from the Lock-Up Securities. Final Release Period (ivas defined in the Merger Consideration Escrow Agreement) Loan to any person or entity any shares or other securities of the Company or Holding Company. (v) Sell short any shares or other securities of the Company or Holding Company. (vi) Acquire a put option or grant a call option with respect to any shares or other securities of the Company or Holding Company. (vii) Enter into any agreement concerning any of the foregoing transactions, or otherwise facilitate any other person conducting any of the foregoing transactions. (b) For purposes of this Section (5), Holding Company shall mean any company whose stock is publicly traded (i) with which the Company merges or consolidates or (ii) of which the Company or its successor becomes a subsidiary. For purposes of this Section (5), the Restricted Period shall mean the period beginning on until the date of this Agreement and ending that is 18 months after the effective date Closing Date, the remaining shares of the first registration statement of the Company that registers for resale the Lock-Up Securities (the “Effective Date”). Notwithstanding the foregoing, after the Effective Date Subscriber may sell, during any rolling thirty-day period during the Restricted Period, up to 33% of the Lock-Up Securities owned Registrable Stock held by Subscriber on the Effective Date. The Board of Directors of the Company or Holding Company may terminate the Restricted Period or allow Subscriber to take a prohibited action prior to termination of the Restricted Period with respect to some or all of the Lock-Up Securities owned Investors may be sold first by the SubscriberStockholders' Representative to satisfy the Incentive Payoff, if any, second if the Incentive Payoff is satisfied in full, by the Stockholders' Representative to satisfy the MCEA Expense Payoff, if any, third, if the Board provides all other Subscribers Incentive Payoff and the MCEA Expense Payoff are satisfied in full and the Former Creditor Payoff Date has not occurred, by the Investors listed on Exhibit B and Vault (provided that Vault may not sell more than the Registrable Shares transferred to it under Section 5(b) of the Company or Holding Company who have the same Restricted Period with the same termination or waiver at the same time Merger Consideration Escrow Agreement) subject to each such Investor's daily and to the same extent weekly volume limits as for Subscriber. (c) Notwithstanding the foregoing, provided the transferee first signs a Lockup Agreement on substantially the terms set forth in this Section 5 on Exhibit B hereto, including the daily and reasonably acceptable weekly volume limits for Vault set forth on Exhibit C hereto, but only for such period of time not to extend beyond the Company or Holding Companyearlier of (A) the Former Creditor Payoff Date, Subscriber may transfer securities as determined above and (B) 30 calendar days after the start of the Company or Holding Company without payment or other consideration: (i) if Subscriber is an individual, to any family member, (ii) if Subscriber is a corporation, to any direct or indirect parent or subsidiary or any shareholder of Subscriber, (iii) if Subscriber is a partnership, to any partner of Subscriber, (iv) if Subscriber is a limited liability company, to any member of SubscriberFinal Release Period, and (v) if Subscriber is a trustfourth, to any beneficiary of such trust. (d) Subscriber further agrees that before and after termination of the Restricted Period, Subscriber will comply with all securities laws, rules and regulations when purchasing or reselling securities of the Company or Holding Company, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information. (e) The Lock-Up Securities of Subscriber shall have a legend in form and substance acceptable to the Company and Holding Company referring to the restrictions of this Agreement and the Company or Holding Company may instruct the transfer agent of the Company 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) The provisions of this Section (5) shall continue in effect immediately after the Lock-Up Securities are registered pursuant Former Creditor Payoff Date has occurred, by the Investors listed on Exhibit C subject to the Registration Rights Agreement.each Investor's daily and weekly volume limits as set forth on Exhibit C hereto;

Lockup Agreement. (a) Subscriber hereby agrees that, except as permitted under subsection (b) of this Section (5), during the Restricted Period, as defined herein, Subscriber will not: (i) Sell any of the Securities or other securities of the Company or Holding Company received on account of ownership of the Securities (the “"Lock-Up Securities”"). (ii) Transfer, assign or otherwise dispose of any of the Lock-up Securities. (iii) Pledge, hypothecate or otherwise create a lien on any of the Lock-Up Securities. (iv) Loan to any person or entity any shares or other securities of the Company or Holding Company. (v) Sell short any shares or other securities of the Company or Holding Company. (vi) Acquire a put option or grant a call option with respect to any shares or other securities of the Company or Holding Company. (vii) Enter into any agreement concerning any of the foregoing transactions, or otherwise facilitate any other person conducting any of the foregoing transactions. (b) For purposes of this Section (5), Holding Company shall mean any company whose stock is publicly traded (i) with which the Company merges or consolidates or (ii) of which the Company or its successor becomes a subsidiary. For purposes of this Section (5), the Restricted Period shall mean the period beginning on the date of this Agreement and ending 18 months after the effective date of the first registration statement of the Company that registers for resale the Lock-Up Securities (the “"Effective Date”"). Notwithstanding the foregoing, after the Effective Date Subscriber may sell, during any rolling thirty-day period during the Restricted Period, up to 33% of the Lock-Up Securities owned by Subscriber on the Effective Date. The Board of Directors of the Company or Holding Company may terminate the Restricted Period or allow Subscriber to take a prohibited action prior to termination of the Restricted Period with respect to some or all of the Lock-Up Securities owned by the Subscriber, if the Board provides all other Subscribers of the Company or Holding Company who have the same Restricted Period with the same termination or waiver at the same time and to the same extent as for Subscriber. (c) Notwithstanding the foregoing, provided the transferee first signs a Lockup Agreement on substantially the terms set forth in this Section 5 and reasonably acceptable to the Company or Holding Company, Subscriber may transfer securities of the Company or Holding Company without payment or other consideration: (i) if Subscriber is an individual, to any family member, (ii) if Subscriber is a corporation, to any direct or indirect parent or subsidiary or any shareholder of Subscriber, (iii) if Subscriber is a partnership, to any partner of Subscriber, (iv) if Subscriber is a limited liability company, to any member of Subscriber, and (v) if Subscriber is a trust, to any beneficiary of such trust. (d) Subscriber further agrees that before and after termination of the Restricted Period, Subscriber will comply with all securities laws, rules and regulations when purchasing or reselling securities of the Company or Holding Company, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information. (e) The Lock-Up Securities of Subscriber shall have a legend in form and substance acceptable to the Company and Holding Company referring to the restrictions of this Agreement and the Company or Holding Company may instruct the transfer agent of the Company 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) The provisions of this Section (5) shall continue in effect after the Lock-Up Securities are registered pursuant to the Registration Rights Agreement.

Lockup Agreement. (a) Subscriber hereby agrees thatNotwithstanding anything contained to the contrary in the Notes, except as permitted under subsection (b) by execution of this Section (5)Agreement, during upon the Restricted Periodissuance of the Conversion Shares, each Purchaser hereby covenants and agrees with the Company, and for the express benefit of Parent, as defined herein, Subscriber will notfollows: (i) Sell In connection with, and as a material inducement to, each of the parties entering into the Merger Agreement and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, such Purchaser, by executing this Agreement, irrevocably agrees that, without the prior written consent of Parent, during the period commencing at the Effective Time and continuing until the end of the Lock-Up Period (as hereinafter defined), such Purchaser will not: (1) 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, make any short sale or otherwise transfer or dispose of or lend, directly or indirectly, any shares of Parent Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Parent Common Stock (including without limitation, Parent Common Stock or such other securities which may be deemed to be beneficially owned by such Purchaser in accordance with the rules and regulations of the SEC and securities of Parent which may be issued upon exercise of a stock option, restricted stock unit or warrant) whether now owned or hereafter acquired (collectively, the “Parent Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the Securities or other securities of the Company or Holding Company received on account economic consequences of ownership of the Parent Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Parent Common Stock or any security convertible into or exercisable or exchangeable for Parent Common Stock; (4) except for any voting agreement entered into as of the date hereof by such Purchaser with Parent and the Company or pursuant to the Stockholders Agreement, grant any proxies or powers of attorney with respect to any Parent Securities, deposit any Parent Securities into a voting trust or enter into a voting agreement or similar arrangement or commitment with respect to any Parent Securities; or (5) publicly disclose the intention to do any of the foregoing (each of the foregoing restrictions, the “Lock-Up SecuritiesRestrictions”). (ii) TransferNotwithstanding the terms of Section 2(h) above, assign or otherwise dispose of any of the Lock-up SecuritiesUp Restrictions shall automatically terminate and cease to be effective on the date that is one-hundred and eighty (180) days after the Effective Time. The period during which the Lock-Up Restrictions apply to the Parent Securities shall be deemed the “Lock-Up Period” with respect thereto. (iii) Pledge, hypothecate or otherwise create a lien on any of Such Purchaser agrees that the Lock-Up Restrictions preclude such Purchaser from engaging in any hedging or other transaction with respect to any then-subject Parent Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of such Parent Securities even if such Parent Securities would be disposed of by someone other than such Purchaser. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to such Parent Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Parent Securities. (iv) Loan Notwithstanding the foregoing, such Purchaser may transfer or sell any of the Parent Securities (1) if such Purchaser is a natural person, (u) to any person related to such Purchaser by blood or adoption who is an immediate family member (not more remote than first cousin), or a family member by marriage or domestic partnership (a “Family Member”), (v) as a bona fide gift or charitable contribution, (w) to any trust for the direct or indirect benefit of such Purchaser or any Family Member of such Purchaser, (x) to such Purchaser’s estate, following the death of such Purchaser, by will, intestacy or other operation of law, (y) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement, or (z) to any partnership, corporation, limited liability company, investment fund or other entity which is controlled by such Purchaser and/or by any Family Member of such Purchaser; (2) if such Purchaser is a corporation, partnership, limited liability company, trust or other business entity, (y) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of such Purchaser or (z) as distributions or dividends of shares of Parent Common Stock or any security convertible into or exercisable for Parent Common Stock to limited partners, limited liability company members or stockholders of such Purchaser or holders of similar equity interests in such Purchaser, (3) if such Purchaser is a trust, to the beneficiary of such trust, (4) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under above clauses (1) through (3), (5) to Parent in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) upon a vesting event of the Parent Securities or upon the exercise of options or warrants to purchase Parent Common Stock on a “cashless” or “net exercise” basis or to cover tax withholding obligations of such Purchaser in connection with such vesting or exercise (but for the avoidance of doubt, excluding all manners of exercise that would involve a sale in the open market of any securities relating to such options or warrants, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise), (6) to Parent in connection with the termination of employment or other termination of a service provider and pursuant to agreements in effect as of the Effective Time whereby Parent or the Company has the option to repurchase such shares or securities, (7) acquired by such Purchaser in open market transactions after the Effective Time, (8) pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of Parent’s capital stock involving a change of control of Parent, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Parent Securities shall remain subject to the restrictions contained in this Agreement, or (9) pursuant to an order of a court or regulatory agency; provided, in the case of clauses (1)-(4), that (A) such transfer shall not involve a disposition for value and (B) the transferee shall have executed and delivered a Lock-Up Agreement with terms and in a form substantially identical to this Agreement with respect to the shares of Parent Common Stock or other securities so transferred; and provided, further, in the case of clauses (1)-(7), no filing or public announcement under the Company Exchange Act or Holding Companyotherwise shall be required or voluntarily made by any person in connection with such transfer. (v) Sell short In addition, the foregoing restrictions shall not apply to (1) the exercise of stock options granted pursuant to equity incentive plans existing immediately following the Effective Time, including the “net” exercise of such options in accordance with their terms and the surrender of Parent Common Stock in lieu of payment in cash of the exercise price and any shares tax withholding obligations due as a result of such exercise (but for the avoidance of doubt, excluding all manners of exercise that would involve a sale in the open market of any securities relating to such options, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise); provided that it shall apply to any of the Parent Securities issued upon such exercise, (2) the sale or transfer of Parent Common Stock in an amount approximately equivalent to satisfy any income tax liabilities associated with ownership of Parent Securities; (3) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that (A) such Plan does not provide for the transfer of Parent Common Stock or any securities convertible into or exercisable or exchangeable for Parent Common Stock during the Lock-Up Period and (B) no public announcement or filing with the SEC or other securities regulatory authority is required or voluntarily made by or on behalf of such Purchaser, Parent or any other person, prior to the expiration of the Company Lock-Up Period, in connection with the establishment of such Plan or Holding Companyany transactions contemplated thereunder; or (4) shares of Parent Common Stock acquired by such Purchaser in open market transactions after the Effective Time. (vi) Acquire a put option or grant a call option with respect to any shares or other securities of the Company or Holding Company. (vii) Enter into any agreement concerning any of the foregoing transactions, or otherwise facilitate any other person conducting any of the foregoing transactions. (b) For purposes of this Section (5), Holding Company shall mean any company whose stock is publicly traded (i) with which the Company merges or consolidates or (ii) of which the Company or its successor becomes a subsidiary. For purposes of this Section (5), the Restricted Period shall mean the period beginning on the date Any attempted transfer in violation of this Agreement will be of no effect and ending 18 months after null and void, regardless of whether the effective date purported transferee has any actual or constructive knowledge of the first registration statement of the Company that registers for resale the Lock-Up Securities (the “Effective Date”). Notwithstanding the foregoing, after the Effective Date Subscriber may sell, during any rolling thirty-day period during the Restricted Period, up to 33% of the Lock-Up Securities owned by Subscriber on the Effective Date. The Board of Directors of the Company or Holding Company may terminate the Restricted Period or allow Subscriber to take a prohibited action prior to termination of the Restricted Period with respect to some or all of the Lock-Up Securities owned by the Subscriber, if the Board provides all other Subscribers of the Company or Holding Company who have the same Restricted Period with the same termination or waiver at the same time and to the same extent as for Subscriber. (c) Notwithstanding the foregoing, provided the transferee first signs a Lockup Agreement on substantially the terms transfer restrictions set forth in this Section 5 Agreement, and reasonably acceptable will not be recorded on the share register of Parent. In furtherance of the foregoing, such Purchaser hereby agrees and consents to the Company or Holding Company, Subscriber may entry of “stop transfer” instructions with Parent’s transfer securities of agent and registrar relating to the Company or Holding Company without payment or other consideration: (i) if Subscriber is an individual, to any family member, (ii) if Subscriber is a corporation, to any direct or indirect parent or subsidiary or any shareholder of Subscriber, (iii) if Subscriber is a partnership, to any partner of Subscriber, (iv) if Subscriber is a limited liability company, to any member of Subscriber, and (v) if Subscriber is a trust, to any beneficiary transfer of such trust. (d) Subscriber further agrees that before and after termination Purchaser’s shares of the Restricted Period, Subscriber will comply with all securities laws, rules and regulations when purchasing or reselling securities of the Company or Holding Company, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information. (e) The Lock-Up Securities of Subscriber shall have a legend in form and substance acceptable to the Company and Holding Company referring to the restrictions of this Agreement and the Company or Holding Company may instruct the transfer agent of the Company or Holding Company to stop any transfer of any securities Parent Common Stock in violation of this Agreement and further agrees that Parent and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Parent Common Stock if such transfer would constitute a violation or breach of this Agreement. (vii) Parent may take cause the legend set forth below, or a legend substantially equivalent thereto, to be placed upon any certificate(s) or other documents, ledgers or instruments evidencing such Purchaser’s ownership of Parent Common Stock: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH A CONVERSION AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. (viii) In the event that any holder of Parent Securities that is subject to a substantially similar agreement entered into by such holder and that acquired such Parent Securities as a former securityholder of the Company pursuant to the Merger Agreement, other than such Purchaser, is permitted by Parent to sell or otherwise transfer or dispose of shares of Parent Common Stock for value other than as permitted by this or a substantially similar agreement entered into by such holder, the same percentage of shares of Parent Common Stock held by such Purchaser shall be immediately and fully released on the same terms from any remaining restrictions set forth herein (the “Pro-Rata Release”). Upon the release of any Parent Securities from this Agreement, the Company will cooperate with such Purchaser to facilitate the timely preparation and delivery of evidence of book-entry shares representing the Parent Securities without the restrictive legend above or the withdrawal of any stop transfer instructions. (ix) Such Purchaser understands that such Purchaser shall be released from all obligations under this Agreement upon the earlier of (1) the expiration of the Lock-Up Period, and (2) if the Merger Agreement is terminated prior to the Effective Time pursuant to its terms, upon the date of such termination. (x) Any and all remedies expressly conferred upon Parent and the Company under this Section 2(h) will be deemed cumulative with and not exclusive of any other action remedy conferred hereby, or by law or equity, and the exercise by Parent and/or the Company of any one remedy will not preclude the exercise of any other remedy. Such Purchaser agrees that irreparable damage would occur to Parent and the Company in the event that any provision of this Section 2(h) were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that Parent and the Company shall be entitled to an injunction or injunctions to prevent breaches of this Section 2(h) and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Parent and the Company are entitled at law or in equity, and such Purchaser waives any bond, surety or other security that might be required of Parent or the Company with respect thereto. (xi) Such Purchaser acknowledges and agrees that Parent is an intended third party beneficiary of this Section 2(h) and that following the conversion of such Purchaser’s Note pursuant to avoid violation the terms and conditions of this Agreement, including, without limitation, obtaining Parent shall be entitled to enforce the rights and restrictions set forth in this Section 2(h) directly against such Purchaser. Such Purchaser acknowledges and agrees that this Section 2(h) constitutes an injunctionamendment to Section 2(g) of the Notes and is binding and enforceable against all of the Purchasers pursuant to Section 11(d) of the Notes and shall survive the conversion of the Notes notwithstanding anything to the contrary set forth in this Agreement. (fxii) The provisions Prior to the Effective Time, with the prior written consent of the Company and Parent, the Company may release such Purchaser in whole or in part of the restrictions set forth in this Section (52(h) shall continue if necessary or desirable in effect after connection the Lock-Up continued listing of Parent Securities are registered on The Nasdaq Capital Market following the completion of the Merger by providing such Purchaser with written notice of the amount of Parent Securities released by the Company and Parent pursuant to the Registration Rights Agreementthis Section 2(h)(xii).

Lockup Agreement. (a) Subscriber Each Holder hereby agrees thatthat it will not, except as permitted under subsection (b) without the prior written consent of this Section (5)the managing underwriter, during the Restricted Period, as defined herein, Subscriber will not: period commencing on the date of the final prospectus relating to the Company’s initial public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (i) Sell lend, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Securities or other securities of the Company or Holding Company received on account economic consequences of ownership of the Securities Common Stock, whether any such transaction described in clause (the “Lock-Up Securities”). i) or (ii) Transferabove is to be settled by delivery of Common Stock or such other securities, assign in cash or otherwise dispose otherwise. The foregoing provisions of this Section 12 shall apply only to the Company’s Initial Offering of equity securities, shall not apply to the sale of any of shares to an underwriter pursuant to an underwriting agreement and shall only be applicable to the Lock-up Securities. Holders if all officers, directors and greater than one percent (iii1%) Pledge, hypothecate or otherwise create a lien on any of the Lock-Up Securities. (iv) Loan to any person or entity any shares or other securities stockholders of the Company or Holding enter into similar agreements. The underwriters in connection with the Company. (v) Sell short any shares or other securities ’s Initial Offering are intended third party beneficiaries of this Section 12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, the Company or Holding Company. (vi) Acquire a put option or grant a call option may impose stop-transfer instructions with respect to any the Registrable Securities of each Holder (and the shares or other securities of the Company or Holding Company. (vii) Enter into any agreement concerning any of every other person subject to the foregoing transactions, or otherwise facilitate any other person conducting any restriction) until the end of the foregoing transactionssuch period. (b) For purposes of this Section (5), Holding The Company shall mean any company whose stock is publicly traded agrees (i) with not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to and during the one hundred eighty (180) day period beginning on the effective date of the final prospectus related to an underwritten offering pursuant to which Registrable Securities are to be sold under Sections 2 or 4 hereof (except a registration relating solely to a transaction under Rule 145 under the Act (or any successor thereto) or an employee benefit plan of the Company merges on Form S-8 (or consolidates or any successor thereto)), unless the underwriters managing the registered public offering and the Holders of a majority of the Registrable Securities then outstanding otherwise agree in writing, and (ii) to use best efforts to cause each holder of which at least two percent (2%) (on a fully diluted basis) of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, purchased from the Company or its successor becomes a subsidiary. For purposes of this Section (5), the Restricted Period shall mean the period beginning on at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such underwritten registration, or a registration under this Agreement if otherwise permitted), unless the underwriters managing the registered public offering and ending 18 months after the effective date Holders of a majority of the first registration statement of the Company that registers for resale the Lock-Up Registrable Securities (the “Effective Date”). Notwithstanding the foregoing, after the Effective Date Subscriber may sell, during any rolling thirty-day period during the Restricted Period, up to 33% of the Lock-Up Securities owned by Subscriber on the Effective Date. The Board of Directors of the Company or Holding Company may terminate the Restricted Period or allow Subscriber to take a prohibited action prior to termination of the Restricted Period with respect to some or all of the Lock-Up Securities owned by the Subscriber, if the Board provides all other Subscribers of the Company or Holding Company who have the same Restricted Period with the same termination or waiver at the same time and to the same extent as for Subscriberthen outstanding otherwise agree. (c) Notwithstanding the foregoing, provided the transferee first signs a Lockup Agreement on substantially the terms set forth in this Section 5 and reasonably acceptable to If the Company or Holding the underwriter of any public offering of the Company, Subscriber may transfer ’s securities waives or terminates any standoff or lockup restrictions imposed on any holder of securities of the Company Company, then such waiver or Holding Company without payment termination shall be granted to all Holders subject to standoff or other consideration: (i) if Subscriber is an individual, lockup restrictions pro rata based on the number of shares of Common Stock beneficially held by or issuable to any family member, (ii) if Subscriber is a corporation, to any direct or indirect parent or subsidiary or any shareholder of Subscriber, (iii) if Subscriber is a partnership, to any partner of Subscriber, (iv) if Subscriber is a limited liability company, to any member of Subscriber, and (v) if Subscriber is a trust, to any beneficiary of such trust. (d) Subscriber further agrees that before holders. From and after termination of the Restricted Period, Subscriber will comply with all securities laws, rules and regulations when purchasing or reselling securities of the Company or Holding Company, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information. (e) The Lock-Up Securities of Subscriber shall have a legend in form and substance acceptable to the Company and Holding Company referring to the restrictions of this Agreement and the Company or Holding Company may instruct the transfer agent of the Company 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 date of this Agreement, including, without limitation, obtaining an injunction. (f) The provisions the Company shall use its best efforts to ensure that all holders of the capital stock of the Company agree to be bound by terms substantially similar to this Section (5) shall continue in effect after the Lock-Up Securities are registered pursuant to the Registration Rights Agreement12.

Lockup Agreement. Ladies and Gentlemen: As additional consideration for the issuance of shares of capital stock (athe “Shares”) Subscriber of CALPIAN, INC., a Texas corporation (the “Company”), the undersigned hereby agrees that, except as permitted under subsection that from the date of acquisition of such Shares until the date that is two (b2) years after the acquisition date of this Section (5), during the Restricted Period, as defined herein, Subscriber will not: (i) Sell any of the Securities or other securities of the Company or Holding Company received on account of ownership of the Securities such Shares (the “Lock-Up Securitiesup Period”). (ii) Transfer, assign the undersigned will not offer, sell, contract to sell, transfer, hypothecate, pledge or otherwise dispose of of, directly or indirectly (a “Transfer”), any of the Lock-up Securities. (iii) PledgeShares, hypothecate or otherwise create enter into a lien on transaction which would have the same effect, or publicly disclose the intention to make any such offer, sale, transfer, hypothecation, pledge or disposal, unless and to the extent permitted by the Company in writing. Any securities received upon conversion or exchange of the Lock-Up Securities. (iv) Loan Shares shall similarly be subject to any person or entity any shares or other securities of the Company or Holding Company. (v) Sell short any shares or other securities of the Company or Holding Company. (vi) Acquire a put option or grant a call option with respect to any shares or other securities of the Company or Holding Company. (vii) Enter into any agreement concerning any of the foregoing transactions, or otherwise facilitate any other person conducting any of the foregoing transactions. (b) For purposes provisions of this Section (5), Holding Company shall mean any company whose stock is publicly traded (i) with which the Company merges or consolidates or (ii) of which the Company or its successor becomes a subsidiary. For purposes of this Section (5), the Restricted Period shall mean the period beginning on the date of this Agreement and ending 18 months after the effective date of the first registration statement of the Company that registers for resale the Lock-Up Securities (the “Effective Date”)Lockup Agreement. Notwithstanding the foregoing, after a Transfer of Shares to any third party may be made, provided the Effective Date Subscriber may sellTransfer is not made into the public market and the transferee agrees to be bound in writing by the terms of this Lockup Agreement. The undersigned agrees that the following restrictive legend shall be imprinted upon or otherwise placed on certificates representing the Shares, in addition to any other existing legend on the Shares and any other legends required by law or upon advice of the Company’s legal counsel: THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN LOCK-UP AGREEMENT BETWEEN THE CORPORATION AND THE HOLDER OF STOCK OF THE CORPORATION REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION. In furtherance of the foregoing, during any rolling thirty-day period during the Restricted Period, up to 33% of the Lock-Up Securities owned by Subscriber Period, the Company may hold the Shares in an escrow account on behalf of the holder. In addition, the Company (or other successor in interest) and its transfer agent and registrar are hereby authorized to issue appropriate “stop transfer” instructions and may decline to make any Transfer of the Shares if such Transfer could constitute a violation or breach of this Lockup Agreement. This Lockup Agreement shall be binding on the Effective Date. The Board of Directors undersigned and the successors and assigns of the Company or Holding Company may terminate the Restricted Period or allow Subscriber to take a prohibited action prior to termination of the Restricted Period with respect to some or all of the Lock-Up Securities owned by the Subscriberundersigned. Very truly yours, if the Board provides all other Subscribers of the Company or Holding Company who have the same Restricted Period with the same termination or waiver at the same time and to the same extent as for Subscriber. (c) Notwithstanding the foregoingFirst Alliance Payment Processing, provided the transferee first signs a Lockup Agreement on substantially the terms set forth in this Section 5 and reasonably acceptable to the Company or Holding Company, Subscriber may transfer securities of the Company or Holding Company without payment or other considerationInc. By: (i) if Subscriber is an individual, to any family member, (ii) if Subscriber is a corporation, to any direct or indirect parent or subsidiary or any shareholder of Subscriber, (iii) if Subscriber is a partnership, to any partner of Subscriber, (iv) if Subscriber is a limited liability company, to any member of Subscriber, and (v) if Subscriber is a trust, to any beneficiary of such trust. (d) Subscriber further agrees that before and after termination of the Restricted Period, Subscriber will comply with all securities laws, rules and regulations when purchasing or reselling securities of the Company or Holding Company, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information. (e) The Lock-Up Securities of Subscriber shall have a legend in form and substance acceptable to the Company and Holding Company referring to the restrictions of this Agreement and the Company or Holding Company may instruct the transfer agent of the Company 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) The provisions of this Section (5) shall continue in effect after the Lock-Up Securities are registered pursuant to the Registration Rights Agreement.Name: Title: [***] [***] [***]

Lockup Agreement. (a) Subscriber hereby agrees that, except as permitted under subsection (b) of this Section (5), during the Restricted Period, as defined herein, Subscriber will not: (i) Sell any of the Securities or other securities of the Company or Holding Company received on account of ownership of the Securities (the “Lock-Up Securities”). (ii) Transfer, assign or otherwise dispose of any of the Lock-up Securities. (iii) Pledge, hypothecate or otherwise create a lien on any of the Lock-Up Securities. (iv) Loan to any person or entity any shares or other securities of the Company or Holding Company. (v) Sell short any shares or other securities of the Company or Holding Company. (vi) Acquire a put option or grant a call option with respect to any shares or other securities of the Company or Holding Company. (vii) Enter into any agreement concerning any of the foregoing transactions, or otherwise facilitate any other person conducting any of the foregoing transactions. (b) For purposes of this Section (5), Holding Company shall mean any company whose stock is publicly traded (i) with which the Company merges or consolidates or (ii) of which the Company or its successor becomes a subsidiary. For purposes of this Section (5), the Restricted Period shall mean the period beginning on the date of this Agreement and ending 18 months after the effective date of the first registration statement of the Company that registers for resale the Lock-Up Securities (the “Effective Date”). Notwithstanding the foregoing, after the Effective Date Subscriber may sell, during any rolling thirty-day period during the Restricted Period, up to 33% 33 of the Lock-Up Securities owned by Subscriber on the Effective Date. The Board of Directors of the Company or Holding Company may terminate the Restricted Period or allow Subscriber to take a prohibited action prior to termination of the Restricted Period with respect to some or all of the Lock-Up Securities owned by the Subscriber, if the Board provides all other Subscribers of the Company or Holding Company who have the same Restricted Period with the same termination or waiver at the same time and to the same extent as for Subscriber. (c) Notwithstanding the foregoing, provided the transferee first signs a Lockup Agreement on substantially the terms set forth in this Section 5 and reasonably acceptable to the Company or Holding Company, Subscriber may transfer securities of the Company or Holding Company without payment or other consideration: (i) if Subscriber is an individual, to any family member, (ii) if Subscriber is a corporation, to any direct or indirect parent or subsidiary or any shareholder of Subscriber, (iii) if Subscriber is a partnership, to any partner of Subscriber, (iv) if Subscriber is a limited liability company, to any member of Subscriber, and (v) if Subscriber is a trust, to any beneficiary of such trust. (d) Subscriber further agrees that before and after termination of the Restricted Period, Subscriber will comply with all securities laws, rules and regulations when purchasing or reselling securities of the Company or Holding Company, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information. (e) The Lock-Up Securities of Subscriber shall have a legend in form and substance acceptable to the Company and Holding Company referring to the restrictions of this Agreement and the Company or Holding Company may instruct the transfer agent of the Company 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) `The provisions of this Section (5) shall continue in effect after the Lock-Up Securities are registered pursuant to the Registration Rights Agreement.

Lockup Agreement. Ladies and Gentlemen: As additional consideration for the purchase of shares of capital stock (athe “Shares”) Subscriber of Calpian, Inc., a Texas corporation (the “Company”), the undersigned hereby agrees that, except as permitted under subsection that from the date of acquisition of such Shares until the date that is two (b2) years after the acquisition date of this Section (5), during the Restricted Period, as defined herein, Subscriber will not: (i) Sell any of the Securities or other securities of the Company or Holding Company received on account of ownership of the Securities such Shares (the “Lock-Up Securitiesup Period”). (ii) Transfer, assign the undersigned will not offer, sell, contract to sell, transfer, hypothecate, pledge or otherwise dispose of of, directly or indirectly (a “Transfer”), any of the Lock-up Securities. (iii) PledgeShares, hypothecate or otherwise create enter into a lien on transaction which would have the same effect, or publicly disclose the intention to make any such offer, sale, transfer, hypothecation, pledge or disposal, unless and to the extent permitted by the Company in writing. Any securities received upon conversion or exchange of the Lock-Up Securities. (iv) Loan Shares shall similarly be subject to any person or entity any shares or other securities of the Company or Holding Company. (v) Sell short any shares or other securities of the Company or Holding Company. (vi) Acquire a put option or grant a call option with respect to any shares or other securities of the Company or Holding Company. (vii) Enter into any agreement concerning any of the foregoing transactions, or otherwise facilitate any other person conducting any of the foregoing transactions. (b) For purposes provisions of this Section (5), Holding Company shall mean any company whose stock is publicly traded (i) with which the Company merges or consolidates or (ii) of which the Company or its successor becomes a subsidiary. For purposes of this Section (5), the Restricted Period shall mean the period beginning on the date of this Agreement and ending 18 months after the effective date of the first registration statement of the Company that registers for resale the Lock-Up Securities (the “Effective Date”)Letter Agreement. Notwithstanding the foregoing, after a Transfer of Shares to any third party may be made, provided the Effective Date Subscriber may sellTransfer is not made into the public market and the transferee agrees to be bound in writing by the terms of this Letter Agreement. The undersigned agrees that the Shares shall be imprinted or otherwise placed, on certificates representing the Shares, the following restrictive legend, in addition to any other existing legend on the Shares and any other legends required by law or upon advice of the Company’s legal counsel: THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITONS OF A CERTAIN LOCK-UP AGREEMENT BETWEEN THE CORPORATION AND THE HOLDER OF STOCK OF THE CORPORATION REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION. In furtherance of the foregoing, during any rolling thirty-day period during the Restricted Period, up to 33% of the Lock-Up Securities owned by Subscriber Period, the Company may hold the Shares in an escrow account on behalf of the holder. In addition, the Company (or other successor in interest) and its transfer agent and registrar are hereby authorized to issue appropriate “stop transfer” instructions and may decline to make any Transfer of the Shares if such Transfer could constitute a violation or breach of this Letter Agreement. This Letter Agreement shall be binding on the Effective Date. The Board of Directors undersigned and the successors, heirs, personal representatives and assigns of the Company or Holding Company may terminate the Restricted Period or allow Subscriber to take a prohibited action prior to termination of the Restricted Period with respect to some or all of the Lock-Up Securities owned by the Subscriberundersigned. Very truly yours, if the Board provides all other Subscribers of the Company or Holding Company who have the same Restricted Period with the same termination or waiver at the same time and to the same extent as for Subscriber. (c) Notwithstanding the foregoingXxxxxx & Schifrin, provided the transferee first signs a Lockup Agreement on substantially the terms set forth in this Section 5 and reasonably acceptable to the Company or Holding Company, Subscriber may transfer securities of the Company or Holding Company without payment or other considerationLLC By: (i) if Subscriber is an individual, to any family member, (ii) if Subscriber is a corporation, to any direct or indirect parent or subsidiary or any shareholder of Subscriber, (iii) if Subscriber is a partnership, to any partner of Subscriber, (iv) if Subscriber is a limited liability company, to any member of Subscriber, and (v) if Subscriber is a trust, to any beneficiary of such trust. (d) Subscriber further agrees that before and after termination of the Restricted Period, Subscriber will comply with all securities laws, rules and regulations when purchasing or reselling securities of the Company or Holding Company, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information. (e) The Lock-Up Securities of Subscriber shall have a legend in form and substance acceptable to the Company and Holding Company referring to the restrictions of this Agreement and the Company or Holding Company may instruct the transfer agent of the Company 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) The provisions of this Section (5) shall continue in effect after the Lock-Up Securities are registered pursuant to the Registration Rights Agreement.Name: Title: Address Date: