Common use of Restrictions on Sales of Capital Stock Clause in Contracts

Restrictions on Sales of Capital Stock. The Company, on behalf of itself and any successor entity of the Company, agrees that, without the prior written consent of the Representative, it will not, during the period commencing on the date of this Agreement and ending on the six (6) month anniversary thereof (the “Lock-Up Period”), (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.19.1 shall not apply to (i) the Public Securities to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company, provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.19.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.

Restrictions on Sales of Capital Stock. The Company, on behalf of itself and any successor entity of the Companyentity, agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not, during the for a period commencing on of 90 days after the date of this Agreement and ending on the six (6) month anniversary thereof (the “Lock-Up Period”), (i1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii2) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii3) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv4) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i1), (ii2), (iii3) or (iv4) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.19.1 3(j)(i) shall not apply to (iA) the Public Securities Shares to be sold hereunderin the Offering, (iiB) the issuance by the Company of the Conversion Shares, the Dividend Shares or the Warrant Shares, (C) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of, or as payment of a dividend pursuant to the terms of, a security outstanding on the date hereof, of which the Representative Placement Agent has been advised in writing or as have been disclosed in the Registration Statement, General Disclosure Package or Prospectus, (iiiD) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company, provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiE) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.19.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release shares of Common Stock or the occurrence of such material news other securities in connection with any acquisition, strategic partnership, joint venture or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.collaboration..

Restrictions on Sales of Capital Stock. The Company, on behalf of itself and any successor entity of the Companyentity, agrees that, without the prior written consent of the Representative, it will not, during the for a period commencing on of 90 days after the date of this Agreement and ending on the six (6) month anniversary thereof (the “Lock-Up Period”), (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank bank; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. In addition, the Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, which consent will not be unreasonably withheld, it will not, for an additional period of 90 days from the end of the Lock-up Period (the “Extended Period”), issue any shares of Common Stock of the Company at a price lower than per Firm Share offering price, including issuance of shares of Common Stock in exchange for debt. The restrictions contained in this Section 3.19.1 shall not apply to (i) the Public Securities shares of Firm shares and Option Shares to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing writing, (iii) the issuance of shares in a merger or acquisition transaction, or (iiiiv) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company, provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.19.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; providedProvided, however, that this extension of the Lock-Up Period Section 3.19 shall not apply to if a certain investor (as provided in an engagement letter between the extent that FINRA has amended or repealed NASD Rule 2711(f)(4Company and the Representative dated March 5, 2018 (the “Engagement Letter”), or has otherwise provided written interpretive guidance regarding such ruleany affiliate purchases capital stock and he, them or it becomes a beneficial owner of 10% or more of the Company’s Common Stock (or the Company’s total equity) in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering dateprivately negotiated transaction.

Restrictions on Sales of Capital Stock. The Company, on behalf of itself and any successor entity of the Companyentity, agrees that, without the prior written consent of the Representative, it will not, during the for a period commencing on of 180 days after the date of this Agreement and ending on the six (6) month anniversary thereof (the “Lock-Up Period”), (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank bank; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The Provided, however, that such restrictions contained in this Section 3.19.1 shall not apply to (i) the Public Securities to be sold hereunder, (ii) Exempt Issuances “Exempt Issuances” shall mean the issuance by the Company of (a) shares of Common Stock or options to consultants, employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issued upon the exercise or exchange of a stock option or warrant or the conversion of a security any securities issuable pursuant to existing agreements including options, exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date hereofof this Agreement, provided that such securities have not been amended since the date of which this Agreement to increase the Representative has been advised number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in writing connection with stock dividends, stock splits or combinations) or to extend the term of such securities, (iiic) the issuance securities issued pursuant to any merger, acquisition or strategic transaction approved by the Company of stock options or shares of capital stock a majority of the Company under any equity compensation plan directors of the Company, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in each of (ii) and (iii) above, a business synergistic with the underlying shares shall be restricted from sale during the entire Lock-Up Period. Notwithstanding the foregoing, if (i) during the last 17 days business of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating and which shall reasonably be expected to provide to the Company occursadditional benefits, or (ii) prior to the expiration of the Lock-Up Period, but shall not include a transaction in which the Company announces that it will release earnings results is issuing securities primarily for the purpose of raising capital or becomes aware that material news to an entity whose primary business is investing in securities, (d) securities issued pursuant to any purchase money equipment loan or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.19.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held capital leasing arrangement approved by the Emerging Growth Company Purchaser, purchasing agent or its shareholders after debt financing from a commercial bank or similar financial institution, (e) securities issued pursuant to any presently outstanding warrants and (f) Common Stock and securities convertible or exercisable into Common Stock where the initial public offering dateCommon Stock cannot be publicly sold for six months from the date of sale.