LOCK-UP AGREEMENT
EXHIBIT
10.1
May
[11], 2018
Xxxx
Capital Partners, LLC
000 Xxx
Xxxxxxxx Xxxxx
Xxxxxxx
Xxxxx, XX 00000
Re:
Inuvo, Inc. (the “Company”)
Ladies
and Gentlemen:
The
undersigned is an owner of record or beneficially of certain shares
of the Company’s common stock of the Company, $0.001 par
value per share (“Common
Stock”), and/or securities convertible into,
exchangeable, or exercisable for Common Stock (“Securities”). The Company proposes
to enter into an underwriting agreement (the “Underwriting Agreement”) with you
as the underwriter, with respect to a public offering of the
Company’s Common Stock (the “Offering”). The undersigned
acknowledges that the Offering will be of benefit to the
undersigned. The undersigned also acknowledges that you will rely
on the representations and agreements of the undersigned contained
in this letter in connection with entering into the Underwriting
Agreement and performing your and their obligations
thereunder.
In
consideration of the foregoing and as an inducement to you as
underwriter, the undersigned hereby agrees that the undersigned
will not, without your prior written consent (which consent may be
withheld in your sole discretion), directly or indirectly, sell,
offer to sell, contract to sell, or grant any option for the sale
(including without limitation any short sale), grant any security
interest in, pledge, hypothecate, hedge, establish an open
“put equivalent position” within the meaning of Rule
16a-1(h) under the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder (collectively, 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
(whether by actual disposition or effective economic disposition
due to cash settlement or otherwise by the Company or any affiliate
of the Company or any person in privity with the Company or any
affiliate of the Company) (collectively, a “Disposition”) of any shares of
Common Stock or any Securities currently or hereafter owned either
of record or beneficially (as defined in Rule 13d-3 under the
Exchange Act) by the undersigned, or publicly announce the
undersigned’s intention to do any of the foregoing
(provided, however, that
the undersigned may (i) complete one or more gift transfers of
Securities to immediate family member(s) (as defined in Item 404(a)
of Regulation S-K under the Exchange Act) who agree in writing to
be similarly bound for the remainder of the Lock-up Period (as
defined below) or (ii) transfer Securities to one or more trusts
for bona fide estate planning purposes, in each case without prior
written consent and upon three (3) business days’ written
notice to you), for a period commencing on the date hereof and
continuing through the close of trading on the date ninety (90)
days following the Closing Date, as defined in the Underwriting
Agreement, subject to adjustment as discussed below (the
“Lock-up
Period”).
The
foregoing restrictions have been expressly agreed to preclude the
holder of shares of Common Stock and/or the Securities from
engaging in any hedging or other transaction which is designed to
or reasonably expected to lead to or result in a Disposition of
shares of Common Stock or Securities during the Lock-up Period,
even if such shares of Common Stock or Securities would be disposed
of by someone other than such holder. Such prohibited hedging or
other transactions would include, without limitation, any short
sale (whether or not against the box) or any purchase, sale, or
grant of any right (including, without limitation, any put or call
option) with respect to any shares of Common Stock or Securities or
with respect to any security (other than a broad-based market
basket or index) that includes, relates to, or derives any
significant part of its value from shares of Common Stock or
Securities.
The
undersigned also agrees and consents to the entry of stop transfer
instructions with the Company’s transfer agent and registrar
against the transfer of shares of Common Stock or Securities held
by the undersigned except in compliance with the foregoing
restrictions.
The
undersigned understands that the underwriter is entering into the
Underwriting Agreement and proceeding with the Offering in reliance
upon this Lock-Up Agreement.
This
agreement is irrevocable and will be binding on the undersigned and
the respective successors, heirs, personal representatives, and
assigns of the undersigned.
This
Lock-Up Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.
Nothing
in this Lock-up Agreement shall constitute an obligation to
purchase shares of Common Stock or Securities of the Company.
Whether or not the Offering actually occurs depends on a number of
factors, including market conditions. Any Offering will only be
made pursuant to the Underwriting Agreement, the terms of which are
subject to negotiation among the parties thereto.
[Signature Page Follows]
1
The
undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Agreement and
that, upon request, the undersigned will execute any additional
documents necessary in connection with the enforcement hereof. All
authority herein conferred or agreed to be conferred and any
obligations of the undersigned shall be binding upon the
successors, assigns, heirs or personal representatives of the
undersigned.
Very
truly yours,
Printed
Name of Holder
By:
Signature
Printed
Name of Person Signing
(and
indicate capacity of person signing if
signing as custodian, trustee, or on behalf
of an entity)
