Roth Capital Partners, LLC
Exhibit 10.7
April
30, 2021
Xxxx
Capital Partners, LLC
000 Xxx
Xxxxxxxx Xxxxx
Xxxxxxx
Xxxxx, XX 00000
Alexander Capital,
L.P.
00
Xxxxx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx, XX 00000
As
Representatives of the several Underwriters named in the within
mentioned Underwriting Agreement
Re:
Ammo, Inc. – GunBroker Selling Stockholder
Lock-Up
Ladies
and Gentlemen:
Reference is hereby
made to that certain Underwriting Agreement dated March 12, 2021
(the “Underwriting
Agreement”), by and among Ammo, Inc. (the
“Company”) and
Xxxx Capital Partners, LLC and Alexander Capital, L.P., as
representatives of the several underwriters named in Schedule 1
thereto (the “Representatives”), relating to the
Company’s issuance and sale of 23,000,000 shares of its
common stock, par value $0.001 per share (the “Common Stock”). Capitalized terms
used and not defined herein shall have the meanings assigned to
them in the Underwriting Agreement.
As a
condition to the consent by the Representatives of the Company
lock-up provisions provided under Section 4(a)(x) of the
Underwriting Agreement, the undersigned hereby agrees that for a
period (the “Lock-Up
Period”) commencing on the date hereof and continuing
through the close of trading on June 10, 2021, the undersigned will
not, without the prior written consent of the Representatives,
directly or indirectly, (i) sell, assign, transfer, pledge, offer
to sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option for sale
(including any short sale), right or warrant to purchase, lend,
establish an open “put equivalent position” (within the
meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934,
as amended (the “Exchange
Act”)), or otherwise dispose of, or enter into any
transaction which is designed to or could be expected to result in
the disposition of, any shares of Common Stock or securities
convertible into or exercisable or exchangeable for any equity
securities of the Company (including, without limitation, shares of
Common Stock or any such securities which may be deemed to be
beneficially owned by the undersigned in accordance with the rules
and regulations promulgated by the Securities and Exchange
Commission from time to time (such shares or securities, the
“Beneficially Owned
Shares”)), or publicly announce any intention to do
any of the foregoing, other than the exercise of options or
warrants so long as there is no sale or disposition of the Common
Stock underlying such options or warrants during the Lock-Up
Period, (ii) enter into any swap, hedge or other agreement or
arrangement that transfers in whole or in part, the economic risk
of ownership of any Beneficially Owned Shares, Common Stock or
securities convertible into or exercisable or exchangeable for any
equity securities of the Company, or (iii) engage in any short
selling of any Beneficially Owned Shares, Common Stock or
securities convertible into or exercisable or exchangeable for any
equity securities of the Company, whether any such transaction
described in clause (i), (ii) or (iii) above is to be settled by
delivery of shares of Common Stock or such other securities, in
cash or otherwise.
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Anything contained
herein to the contrary notwithstanding, any person to whom shares
of Common Stock, securities convertible into or exercisable or
exchangeable for any equity securities of the Company or
Beneficially Owned Shares are transferred from the undersigned
shall be bound by the terms of this Lock-Up Agreement. This Lock-Up
Agreement is irrevocable and will be binding on the undersigned and
the respective successors, heirs, personal representatives, and
assigns of the undersigned.
In
addition, the undersigned hereby waives, from the date hereof until
the expiration of the Lock-Up Period, any and all rights, if any,
to request or demand registration pursuant to the Securities Act of
1933, as the same may be amended or supplemented from time to time,
of any shares of Common Stock or securities convertible into or
exercisable or exchangeable for any equity securities of the
Company that are registered in the name of the undersigned or that
are Beneficially Owned Shares. In order to enable the aforesaid
covenants to be enforced, the undersigned hereby consents to the
placing of legends and/or stop transfer orders with the transfer
agent of the Common Stock with respect to any shares of Common
Stock, securities convertible into or exercisable or exchangeable
for any equity securities of the Company or Beneficially Owned
Shares.
Notwithstanding the
foregoing, and subject to the conditions below, the undersigned may
transfer the Beneficially Owned Shares in the transactions listed
as clauses (i) - (vi) below without the prior written consent of
the Representatives, provided that (1) prior to each such transfer,
the Representatives shall have received a duplicate form of this
Lock-Up Agreement executed and delivered by each donee, trustee,
distributee or transferee, as the case may be, (2) no such transfer
shall involve a disposition for value, (3) each such transfer
(other than transfers under clauses (ii) and (v) below) shall not
be required to be reported as a reduction in beneficial ownership
in any public report, announcement or filing made or to be made
with the Securities and Exchange Commission or otherwise during the
Lock-Up Period and (4) the undersigned does not otherwise
voluntarily effect any public filing, announcement or report
regarding any such transfer during the Lock-Up Period: (i) as a
bona fide gift or gifts; (ii) by operation of law, including
pursuant to a qualified domestic order or in connection with a
divorce settlement; (iii) to the immediate family of the
undersigned; (iv) to any trust for the direct or indirect benefit
of the undersigned or the immediate family of the undersigned; (v)
to any beneficiary of the undersigned pursuant to a will or other
testamentary document or applicable laws of descent; or (vi) to any
corporation, partnership, limited liability company or other entity
all of the beneficial ownership interests of which are held by the
undersigned or the immediate family of the
undersigned.
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This
Lock-Up Agreement shall not apply to: (i) the transfer of
Beneficially Owned Shares pursuant to a bona fide third party
tender offer, merger, consolidation or other similar transaction
made to all holders of the Common Stock involving a change of
control (as defined below) of the Company, provided that in the
event that the tender offer, merger, consolidation or other such
transaction is not completed, the Beneficially Owned Securities
owned by the undersigned shall remain subject to the restrictions
contained herein; (ii) transactions relating to shares of Common
Stock or other securities acquired in open market transactions
after the date hereof, provided that no filing under Section 16(a)
of the Exchange Act shall be required or shall be voluntarily made
in connection with subsequent sales of Common Stock or other
securities acquired in such open market transactions; or (iii)
transfers to the Company in connection with the exercise of options
or warrants on a “cashless” or “net
exercise” basis or to cover tax withholding obligations upon
the exercise of options or warrants or the vesting of restricted
stock units, provided that any related filing under Section 16(a)
of the Exchange Act reporting a disposition of shares of Common
Stock made in connection with such exercise shall contain a
description of the transaction and indicate that the disposition
was made as part of such exercise or to cover tax withholding
obligations in connection therewith.
This
Lock-Up Agreement shall automatically terminate upon the
consummation of a change of control of the Company, meaning (a) the
consummation of a reorganization, merger or consolidation, or sale
or other disposition of all or substantially all of the assets of
the Company, or (b) the acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under such Act) of more than fifty percent (50%)
of either (i) the then outstanding shares of Common Stock of the
Company; or (ii) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors.
This
Lock-Up Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.
(Remainder of page intentionally left blank. Signature page to
follow.)
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This
Lock-Up Agreement has been executed as of the date first written
above.
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Xxxxxx
X. Urvan
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Printed
Name of Holder
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By:
/s/ Xxxxxx X. Urvan
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Signature
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Printed
Name of Person Signing
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(and
indicate capacity of person signing if
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signing as custodian, trustee, or on behalf
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of an entity)
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