LOCK-UP AGREEMENT
EXHIBIT
99.1
This
AGREEMENT (the "Agreement")
is made as of the 20th day of November, 2017, by _________
("Holder") in connection
with his ownership of shares of Wrap Technologies, Inc., a Delaware
corporation (the "Company").
NOW,
THEREFORE, for good and valuable consideration, the sufficiency and
receipt of which consideration are hereby acknowledged, Holder
agrees as follows:
1.
Background.
a.
Holder is currently
the beneficial owner of _____ shares of the Common Stock, $0.0001
par value, of the Company (“Common Stock”) (the
“Shares”).
x.
Xxxxxx acknowledges
that the Company desires that: (i) the Shares be restricted for a
period of six (6) months from the date hereof (the
“Restricted
Period”), and that such Shares be prevented from being
sold during the Restricted Period, except in compliance with the
terms of this Agreement, and (ii) for the six (6) months following
the Restricted Period (the “Limitation Period”) until the 12
month anniversary of the date hereof, the Holder will be limited to
selling a total of that amount of Shares equal to 2% of the
Company’s prior 5 day average trading volume as reported on
the OTC market as of the time of such sale.
2.
Sale Restrictions. Holder
hereby agrees that during the Restriction Period, the Holder will
not sell, transfer or otherwise dispose of the Shares, other than
in connection with an offer made to all stockholders of the Company
in connection with merger, consolidation or similar transaction
involving the Company. Holder further agrees that during the
Limitation Period, the Holder may only sell a total of that number
of Shares equal to 2% of the Company’s issued and outstanding
shares of Common Stock. Holder agrees and acknowledges that the
Company is authorized to and the Company agrees to place "stop
orders" on its books to prevent any transfer of the Shares in
violation of this Agreement.
3.
Miscellaneous.
a.
At any time, and
from time to time, after the signing of this Agreement Holder will
execute such additional instruments and take such action as may be
reasonably requested by the Purchasers to carry out the intent and
purposes of this Agreement.
b.
This Agreement
shall be governed by and construed in accordance with the laws of
the State of New York without giving effect to the principles of
conflicts of law thereof.
c.
The restrictions on
transfer described in this Agreement are in addition to and
cumulative with any other restrictions on transfer otherwise agreed
to by the Holder or to which the Holder is subject to by applicable
law.
d.
This Agreement
shall be binding upon Holder, its legal representatives, successors
and assigns.
e.
This Agreement may
be signed and delivered by facsimile, electronically and such
facsimile or electronically signed and delivered Agreement shall be
enforceable.
f. The Company agrees
not to take any action or allow any act to be taken which would be
inconsistent with this Agreement.
HOLDER
____________________________
November
20. 2017
