Common use of Lockup of Shares Clause in Contracts

Lockup of Shares. (a) Until the first year anniversary of the date of this Agreement, neither Superfly nor Seller will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Lenco Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any shares of Lenco Common Stock, whether any such aforementioned transaction is to be settled by delivery of shares of Lenco Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement. (b) From the first year anniversary of the date of this Agreement through the second year anniversary of the date of this Agreement, neither Superfly nor Seller will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, more than 2,500,000 shares of Lenco Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of more than 2,500,000 shares of Lenco Common Stock, whether any such aforementioned transaction is to be settled by delivery of shares of Lenco Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement. (c) In furtherance of the foregoing, Superfly and Seller authorize Lenco and its transfer agent and registrar to decline to make any transfer of shares of Lenco Common Stock if such transfer would constitute a violation or breach of this . (d) Superfly and Seller agree that the certificates representing Lenco Common Stock issued in connection with this Agreement may bear a restricted legend similar to the following: THE TRANSFER, SALE, PLEDGE OR HYPOTHECATION OF THE SHARES COVERED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A LOCK UP AGREEMENT ENTERED INTO IN CONNECTION WITH AN ASSET PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THIS CERTIFICATE. A COPY OF THE ASSET PURCHASE AGREEMENT CAN BE OBTAINED FROM THE ISSUER.

Lockup of Shares. (a) Until 1.1. Each Stockholder hereby agrees that, without the first year anniversary prior written consent of the date of this AgreementCompany and except as otherwise set forth below, neither Superfly nor Seller he will not during the period commencing on the Effective Date and ending on the three hundred and sixty five days (365 days) following the Effective Date (the “Lock Up Period”) (i) offer, pledge, gift, donate, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Lenco Common Stock, enter into a transaction which would have the same effectShares, or (ii) enter into any swap, hedge option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Lenco Common Stockthe Shares, whether any such aforementioned transaction is to be settled by delivery of shares of Lenco Common Stock Shares or such other securities, in cash or otherwise, or publicly disclose otherwise ((i) and (ii) being hereinafter collectively referred to as the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement“Lock Up”). (b) From 1.2. Each Stockholder hereby authorizes the first year anniversary of Company during the date of this Agreement through the second year anniversary of the date of this Agreement, neither Superfly nor Seller will offer, sell, contract relevant Lock Up Period to sell, pledge or otherwise dispose of, directly or indirectly, more than 2,500,000 shares of Lenco Common Stock, enter into a transaction which would have the same effect, or enter into cause any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of more than 2,500,000 shares of Lenco Common Stock, whether any such aforementioned transaction is to be settled by delivery of shares of Lenco Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement. (c) In furtherance of the foregoing, Superfly and Seller authorize Lenco and its transfer agent and registrar for the Shares to decline to make any transfer, and to note stop transfer restrictions on the stock register and other records relating to the Shares subject to the Lock Up for which the Stockholder is the record holder and, in the case of shares of Lenco Common Stock Shares subject to this Agreement for which the Stockholder is the beneficial but not the record holder, agrees during the Lock Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to the Shares subject to the Lock Up, if such transfer would constitute a violation or breach of this Agreement. (d) Superfly and Seller agree 1.3. Each Stockholder hereby agrees that each outstanding certificate representing the certificates representing Lenco Common Stock issued Shares owned by him may, during the Lock Up Period, in connection addition to any other legends as may be required in compliance with this Agreement may Federal securities laws, be required by the Company to bear a restricted legend similar to the followingreading substantially as follows: THE TRANSFER, SALE, PLEDGE SALE OR HYPOTHECATION TRANSFER OF THE SHARES COVERED SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK LOCK-UP AGREEMENT ENTERED INTO IN CONNECTION WITH AN ASSET PURCHASE AGREEMENT BETWEEN DATED JANUARY __, 2022, TO WHICH THE ISSUER AND THE ORIGINAL HOLDER OF THIS CERTIFICATESTOCKHOLDER LISTED ON THE FACE HEREOF ARE PARTIES. A COPY OF SUCH AGREEMENT IS ON FILE AT THE ASSET PURCHASE AGREEMENT CAN PRINCIPAL OFFICE OF THE ISSUER AND WILL BE OBTAINED FROM PROVIDED TO THE ISSUERHOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH LOCK-UP AGREEMENT 1.4. Notwithstanding the foregoing, the Stockholders may transfer Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that each transferee, donee or distributee of the Shares shall sign and deliver to the Company a lock-up agreement with the substantive terms and conditions of this Section 1 contemporaneously with such transaction and further provided that the Stockholders shall have furnished the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer is exempt from registration under the Securities Act and that the transfer otherwise complies with the terms of this Agreement. 1.5. The Lock Up shall automatically terminate if a Change of Control should occur during the Lock Up Period. For the purposes of this Agreement, “Change of Control” shall mean any one of the following: (i) the consummation of a merger or consolidation of the Company with or into another any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization or other entity (collectively, a “Person”) (except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation collectively continue to hold at least 60% of the earning power, voting power or capital stock of the surviving Person); (ii) the issuance, transfer, sale or disposition to another Person of the voting power or capital stock of the Company, if after such issuance, sale, transfer or disposition such Person would hold more than 40% of the voting power or capital stock of the Company; (iii) if the Persons who, on the date of this Agreement, constitute a majority of the board of directors of the Company or Persons nominated and/or appointed as directors by vote of a majority of such Persons, shall for any reason cease to constitute a majority of the Company’s board of directors; (iv) a sale, transfer or disposition of all or substantially all of the assets or earning power of Company; or (iv) dissolution, liquidation or winding up of the affairs of the Company.

Lockup of Shares. (a) Until 1.1. Each New Holder hereby agrees that, without the first year prior written consent of the Company and except as set forth below, he will not during the period commencing on the Effective Date and ending on the 12 month anniversary of the date of this AgreementEffective Date (the “Lock Up Period”) (i) offer, neither Superfly nor Seller will offerpledge, gift, donate, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Lenco Common Stock, enter into a transaction which would have the same effectShares, or (ii) enter into any swap, hedge option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Lenco Common Stockthe Shares, whether any such aforementioned transaction is to be settled by delivery of shares of Lenco Common Stock Shares or such other securities, in cash or otherwise, or publicly disclose otherwise ((i) and (ii) being hereinafter collectively referred to as the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement“Lock Up”). (b) From 1.2. Each New Holder hereby authorizes the first year anniversary of Company during the date of this Agreement through the second year anniversary of the date of this Agreement, neither Superfly nor Seller will offer, sell, contract relevant Lock Up Period to sell, pledge or otherwise dispose of, directly or indirectly, more than 2,500,000 shares of Lenco Common Stock, enter into a transaction which would have the same effect, or enter into cause any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of more than 2,500,000 shares of Lenco Common Stock, whether any such aforementioned transaction is to be settled by delivery of shares of Lenco Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement. (c) In furtherance of the foregoing, Superfly and Seller authorize Lenco and its transfer agent and registrar for the Shares to decline to make any transfer, and to note stop transfer restrictions on the stock register and other records relating to the Shares subject to the Lock Up for which the New Holder is the record holder and, in the case of shares of Lenco Common Stock Shares subject to this Agreement for which the New Holder is the beneficial but not the record holder, agrees during the Lock Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to the Shares subject to the Lock Up, if such transfer would constitute a violation or breach of this Agreement. (d) Superfly and Seller 1.3. The New Holders hereby agree that each outstanding certificate representing the certificates representing Lenco Common Stock issued Shares owned by him shall, during the Lock Up Period, in connection addition to any other legends as may be required in compliance with this Agreement may Federal securities laws, bear a restricted legend similar to the followingreading substantially as follows: THE TRANSFER, SALE, PLEDGE SALE OR HYPOTHECATION TRANSFER OF THE SHARES COVERED SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK UP SHAREHOLDERS AGREEMENT ENTERED INTO IN CONNECTION WITH AN ASSET PURCHASE AGREEMENT BETWEEN DATED DECEMBER ___, 2021, TO WHICH THE ISSUER AND THE ORIGINAL HOLDER OF THIS CERTIFICATESTOCKHOLDER LISTED ON THE FACE HEREOF ARE PARTIES. A COPY OF SUCH AGREEMENT IS ON FILE AT THE ASSET PURCHASE AGREEMENT CAN PRINCIPAL OFFICE OF THE ISSUER AND WILL BE OBTAINED FROM PROVIDED TO THE ISSUERHOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH SHAREHOLDERS AGREEMENT 1.4. Notwithstanding the foregoing, the New Holders may transfer Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that each transferee, donee or distributee of the Shares shall sign and deliver to the Company a lock-up agreement with the substantive terms and conditions of this Section 1 contemporaneously with such transaction and further provided that the New Holder shall have furnished the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer is exempt from registration under the Securities Act and that the transfer otherwise complies with the terms of this Agreement. 1.5. Following the release of any Shares from the Lock Up, the New Holders agree to limit the resales of such Shares in the public market as follows: if the daily average trading volume on all trading markets on which Shares are then quoted or listed (i) is less than 30,000, each New Holder shall not sell more than 1,000 Shares per trading day; (ii) is greater than 30,000 but less than 100,000, each New Holder shall not sell more than 5,000 Shares per trading day; and (iii) is greater than 100,000 shares but less than 500,000, each New Holder shall not sell more than 50,000 Shares per trading day. 1.6. The Lock Up shall automatically terminate if a Change of Control should occur during the Lock Up Period. For the purposes of this Agreement, “Change of Control” shall mean any one of the following: (i) the consummation of a merger or consolidation of the Company with or into another any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization or other entity (collectively, a “Person”) (except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation collectively continue to hold at least 60% of the earning power, voting power or capital stock of the surviving Person); (ii) the issuance, transfer, sale or disposition to another Person of the voting power or capital stock of the Company, if after such issuance, sale, transfer or disposition such Person would hold more than 40% of the voting power or capital stock of the Company; (iii) if the Persons who, on the date of this Agreement, constitute a majority of the board of directors of the Company or Persons nominated and/or appointed as directors by vote of a majority of such Persons, shall for any reason cease to constitute a majority of the Company’s board of directors; (iv) a sale, transfer or disposition of all or substantially all of the assets or earning power of Company; or (iv) dissolution, liquidation or winding up of the affairs of the Company.

Lockup of Shares. (a) Until 1.1. Each New Holder hereby agrees that, without the first year prior written consent of the Company and except as set forth below, he will not during the period commencing on the Effective Date and ending on the 12 month anniversary of the date of this AgreementEffective Date (the “Lock Up Period”) (i) offer, neither Superfly nor Seller will offerpledge, gift, donate, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Lenco Common Stock, enter into a transaction which would have the same effectShares, or (ii) enter into any swap, hedge option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Lenco Common Stockthe Shares, whether any such aforementioned transaction is to be settled by delivery of shares of Lenco Common Stock Shares or such other securities, in cash or otherwise, or publicly disclose otherwise ((i) and (ii) being hereinafter collectively referred to as the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement“Lock Up”). (b) From 1.2. Each New Holder hereby authorizes the first year anniversary of Company during the date of this Agreement through the second year anniversary of the date of this Agreement, neither Superfly nor Seller will offer, sell, contract relevant Lock Up Period to sell, pledge or otherwise dispose of, directly or indirectly, more than 2,500,000 shares of Lenco Common Stock, enter into a transaction which would have the same effect, or enter into cause any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of more than 2,500,000 shares of Lenco Common Stock, whether any such aforementioned transaction is to be settled by delivery of shares of Lenco Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement. (c) In furtherance of the foregoing, Superfly and Seller authorize Lenco and its transfer agent and registrar for the Shares to decline to make any transfer, and to note stop transfer restrictions on the stock register and other records relating to the Shares subject to the Lock Up for which the New Holder is the record holder and, in the case of shares of Lenco Common Stock Shares subject to this Agreement for which the New Holder is the beneficial but not the record holder, agrees during the Lock Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to the Shares subject to the Lock Up, if such transfer would constitute a violation or breach of this Agreement. (d) Superfly and Seller 1.3. The New Holders hereby agree that each outstanding certificate representing the certificates representing Lenco Common Stock issued Shares owned by him shall, during the Lock Up Period, in connection addition to any other legends as may be required in compliance with this Agreement may Federal securities laws, bear a restricted legend similar to the followingreading substantially as follows: THE TRANSFER, SALE, PLEDGE SALE OR HYPOTHECATION TRANSFER OF THE SHARES COVERED SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK UP SHAREHOLDERS AGREEMENT ENTERED INTO IN CONNECTION WITH AN ASSET PURCHASE AGREEMENT BETWEEN DATED JULY ___, 2021, TO WHICH THE ISSUER AND THE ORIGINAL HOLDER OF THIS CERTIFICATESTOCKHOLDER LISTED ON THE FACE HEREOF ARE PARTIES. A COPY OF SUCH AGREEMENT IS ON FILE AT THE ASSET PURCHASE AGREEMENT CAN PRINCIPAL OFFICE OF THE ISSUER AND WILL BE OBTAINED FROM PROVIDED TO THE ISSUERHOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH SHAREHOLDERS AGREEMENT 1.4. Notwithstanding the foregoing, the New Holders may transfer Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that each transferee, donee or distributee of the Shares shall sign and deliver to the Company a lock-up agreement with the substantive terms and conditions of this Section 1 contemporaneously with such transaction and further provided that the New Holder shall have furnished the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer is exempt from registration under the Securities Act and that the transfer otherwise complies with the terms of this Agreement. 1.5. Following the release of any Shares from the Lock Up, the New Holders agree to limit the resales of such Shares in the public market as follows: if the daily average trading volume on all trading markets on which Shares are then quoted or listed (i) is less than 30,000, each New Holder shall not sell more than 1,000 Shares per trading day; (ii) is greater than 30,000 but less than 100,000, each New Holder shall not sell more than 5,000 Shares per trading day; and (iii) is greater than 100,000 shares but less than 500,000, each New Holder shall not sell more than 50,000 Shares per trading day. 1.6. The Lock Up shall automatically terminate if a Change of Control should occur during the Lock Up Period. For the purposes of this Agreement, “Change of Control” shall mean any one of the following: (i) the consummation of a merger or consolidation of the Company with or into another any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization or other entity (collectively, a “Person”) (except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation collectively continue to hold at least 60% of the earning power, voting power or capital stock of the surviving Person); (ii) the issuance, transfer, sale or disposition to another Person of the voting power or capital stock of the Company, if after such issuance, sale, transfer or disposition such Person would hold more than 40% of the voting power or capital stock of the Company; (iii) if the Persons who, on the date of this Agreement, constitute a majority of the board of directors of the Company or Persons nominated and/or appointed as directors by vote of a majority of such Persons, shall for any reason cease to constitute a majority of the Company’s board of directors; (iv) a sale, transfer or disposition of all or substantially all of the assets or earning power of Company; or (iv) dissolution, liquidation or winding up of the affairs of the Company.