Restriction on Stock Sales. Ladies and Gentlemen: This letter agreement is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative (the “Representative”) of the underwriters (the “Underwriters”) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of Common Stock, par value $0.001 per share, of the Company (the “Shares”), as described in and contemplated by the registration statement of the Company on Form S-3, File No. 333-203186 (the “Registration Statement”), as filed with the Securities and Exchange Commission (the “Offering”). Terms used herein, but not defined, shall have the meaning ascribed to them in the Underwriting Agreement. The undersigned recognizes that it is in the best financial interests of the undersigned, as an executive officer or director, or an owner of Common Stock, options, warrants, performance units or other securities convertible into or exchangeable for Common Stock of the Company (the “Company Securities”), that the undersigned not sell Company Securities in the public market for a reasonable period following the Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not, without the prior written consent of the Representative on behalf of the Underwriters, (1) offer for sale, sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Company Securities or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up ...
Restriction on Stock Sales. Dear Sirs: This letter is delivered to you pursuant to: (1) the Underwriting Agreement (the “Common Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative of certain underwriters (the “Common Stock Underwriters”) to be named therein and (2) the Underwriting Agreement (the “Series B Preferred Stock Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc., the representatives of certain underwriters (the “Series B Preferred Stock Underwriters”) to be named therein. The Common Stock Underwriting Agreement and the Series B Preferred Stock Underwriting Agreement are collectively referred to in this letter as the “Underwriting Agreements,” the Common Stock Underwriters and the Series B Preferred Stock Underwriters are collectively referred to in this letter as the “Underwriters” and Xxxxxxx Xxxxx & Associates, Inc. and Deutsche Bank Securities Inc. are collectively referred to in this letter as the “Representatives.” Upon the terms and subject to the conditions of the Underwriting Agreements, the Common Stock Underwriters intend to effect a public offering of Common Stock, par value $0.001 per share, of the Company and a public offering of 6.75% series B cumulative perpetual convertible preferred stock (each offering, an “Offering”). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreements. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offerings. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreements, the undersigned hereby acknowledges and agrees that the undersigned will not (i...
Restriction on Stock Sales. Ladies and Gentlemen: This letter agreement is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Applied Blockchain, Inc., a Nevada corporation, as issuer (the “Company”), and X. Xxxxx Securities, Inc., as representative of the underwriters (the “Representative”). Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Shares”), as described in and contemplated by the registration statement of the Company on Form S-1, File No. 333-261278 (the “Registration Statement”), initially filed with the Securities and Exchange Commission on November 22, 2021, as amended (the “Offering”). Terms used herein, but not defined, shall have the meaning ascribed to them in the Underwriting Agreement. The undersigned recognizes that it is in the best financial interests of the undersigned, as an owner of the Company’s preferred stock, Common Stock, or other securities convertible into or exchangeable for Common Stock of the Company (collectively, “Common Stock Equivalents”), including equity interests of any other entity which may be deemed to beneficially own Common Stock Equivalents pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all such Common Stock Equivalents and equity interests, the “Company Securities”), that the undersigned not sell Company Securities for a reasonable period following the Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement.
Restriction on Stock Sales. Dear Sirs and Madams: The undersigned irrevocably agrees that, from the date hereof until the 30-day anniversary of the Closing Date (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any shares of common stock of the Company or securities convertible, exchangeable or exercisable into, shares of common stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. The Placement Agent may consent to an early release from the Restriction Period if, in its sole and absolute discretion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency. The restrictions contained in this letter agreement shall not apply to (i) transfers of shares of common stock (a) as a bona fide gift or gifts, (b) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (c) by operation of law, such as pursuant to a qualified domestic order or as required by a divorce settlement, (d) to any trust, partnership, limited liability company or other legal entity commonly used for estate planning purposes which is established for the direct or indirect benefit of the undersigned or a member of members of the immediate family of the undersigned, (e) if the undersigned is a trust, to the beneficiary of such trust, (f) to the undersigned’s Affiliates (g) pursuant to a written trading plan for the sale or other disposition of Common Stock for purposes of complying with Rule 10b5-1 of the Exchange Act; provided, in the case of clauses (a)-(e), that (A) such transfer shall not involve a disposition for value, (B) the transferee agrees in writing with the Plac...
Restriction on Stock Sales. Ladies and Gentlemen: This letter agreement (this “Agreement”) is delivered to you pursuant to the Agreement and Plan of Merger, dated July 14, 2014 (the “Merger Agreement”), among the Company, HealthPocket, Inc. (the “Acquired Company”), SV Merger Sub, Inc. (the “Merger Subsidiary”), Xxxxx Xxxxxxx, Xxxxxxx Xxxx, and the other parties thereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. In consideration of the Merger upon the terms and conditions set forth in the Merger Agreement, the former stockholders and certain option and warrant holders of the Acquired Company will receive a combination of cash and Parent Shares. The undersigned acknowledges and agrees that the execution and delivery of this Agreement by the undersigned is a material inducement to, and condition of, the Company’s consummation of the Merger. In consideration of the Company’s obligations under the Merger Agreement, the undersigned hereby agrees that during the period beginning on the Closing Date and continuing through the third (3rd) anniversary of the Closing Date, the undersigned will not offer, sell, contract to sell, pledge, transfer, or otherwise dispose of, directly or indirectly, any of the Parent Shares issued to the undersigned pursuant to the Merger (the “Lock-Up Shares”), enter into a transaction that 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 the Lock-Up Shares, without, in each case, the prior written consent of the Company. The restrictions set forth in this paragraph shall lapse as to five percent (5%) of the aggregate number of Lock-Up Shares on each of the following dates: (i) January 14, 2016, (ii) April 14, 2016, (iii) July 14, 2016, (iv) October 14, 2016, (v) January 16, 2017, and (vi) April 14, 2017. The restrictions shall lapse as to all other Lock-Up Shares on July 14, 2017. The restrictions set forth in this paragraph shall not apply to Lock-Up Shares disposed of (i) as bona fide gifts in transactions not involving a disposition for value, (ii) upon death by will or intestacy, to the legal representative, heir, beneficiary or other member of the immediate family of the undersigned (meaning any relative by blood, marriage or adoption not more distant than first cousin) in a transaction not involving a disposition for value, (iii) to the undersigned’s immediate famil...
Restriction on Stock Sales. Employee agrees that she shall be prohibited from selling any shares of the Company stock until at least ninety-one (91) days have elapsed following the Effective Date and that the shares issued to her upon vesting of RSUs pursuant to Section 1(f)(i) shall bear an appropriate legend concerning such prohibition.
Restriction on Stock Sales. Except in accordance with the -------------------------- provisions of this Section, Stockholder agrees that without the prior written consent of Household, the Stockholder will not offer for sale, contract to sell, sell or otherwise dispose of any of the shares of Household Common Stock received as a portion of the Merger Consideration pursuant to the Merger Agreement (including the receipt of any such shares through the exercise of RHI Stock Options after the Effective Time), sell short any such shares of Household Common Stock, sell any covered call with respect to such shares of Household Common Stock or purchase a put with respect to such shares of Household Common Stock; provided, however, that, without the written consent of Household, Stockholder may sell, contract to sell or otherwise dispose of all shares of Household Common Stock beneficially owned by Stockholder upon the termination of Stockholders Agreement of Xxxxxxx Xxxxxxxxx Page 4 Stockholder as an employee of Household or its subsidiaries. Notwithstanding the foregoing, subject to satisfaction of Household's stock ownership goal program revised guidelines dated January 1, 1996 (a copy of which has been provided to Stockholder), Stockholder may sell, contract to sell or otherwise dispose of (x) up to 50.00% of the shares of Household Common Stock acquired by Stockholder as part of the Merger Consideration (including such shares acquired through the exercise of RHI Stock Options after the Effective Time), in whole or in part, on the Closing Date, (y) up to an additional 25.00% of the shares of Household Common Stock acquired by Stockholder as part of the Merger Consideration (including such shares acquired through the exercise of RHI Stock Options after the Effective Time), in whole or in part, anytime after January 1, 2001, and (2) all of the shares of Household Common Stock acquired by Stockholder as part of the Merger Consideration (including such shares acquired through the exercise of RHI Stock Options after the Effective Time), in whole or in part, any time after January 1, 2002. This Section 5 shall expire and be of no further effect upon the earlier to occur of (a) January 1, 2002, or (b) the date on which Stockholder (or the spouse who is employed by RHI on the date hereof, in the case of married parties jointly owning Household Common Stock) is no longer an employee of Household or its subsidiaries.
Restriction on Stock Sales. Ladies and Gentlemen: This letter is delivered to you pursuant to requirements of The Benchmark Company, LLC (the “Placement Agent”) which has entered into a Placement Agreement with the Company (the “Placement Agreement”). Upon the terms and subject to the conditions of the Placement Agreement, the Placement Agent intends to serve as the Placement Agent in a sale, in a private placement (the “Offering”), of shares of common stock of the Company (the “Shares”). The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Placement Agent that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the placement effort.
