Lock Up Agreement
Exhibit
10.2
WHEREAS,
ZipGlobal, Inc. (the “Company”) proposes to sell shares (the “Shares”) of its
Common Stock (the “Common Stock”) in a private offering (the “Private
Offering”);
WHEREAS,
the Company has requested that the undersigned securityholder (the
“Securityholder”) agree not to sell any shares of Common Stock prior to the
release of the securities by the Company according to the following schedule:
on
the effective date of the Registration Statement on Form SB-2 to be filed by
the
Company relating to the Shares (the “Registration Statement”) the Company agrees
to release twenty-five percent (25%) of the securities covered by this agreement
with an additional twenty five percent (25%) to be released every ninety (90)
days after public trading begins and thereafter until no securities are subject
to this agreement.
WHEREAS,
the Securityholder recognizes that it is in the best financial interests of
the
Securityholder, as a stockholder of the Company, that the Company complete
the
proposed Public Offering.
WHEREAS,
the Securityholder further recognizes that the Securityholder’s Common Stock is,
or may be, subject to certain restrictions on their transferability, including
those imposed by the federal securities laws. Notwithstanding these
restrictions, the Securityholder has agreed to enter into this agreement to
further assure the Company that the Securityholder’s Common Stock will not enter
the public market at a time that might impair the anticipated self-underwriting
effort.
THEREFORE,
the undersigned parties agree as follows:
The
Securityholder hereby acknowledges and agrees that, except with the prior
written consent of the Company during the first nine (9) months following the
effective date of the registration statement, the Securityholder will not,
directly or indirectly offer, sell, contract to sell, make any short sale,
pledge, grant any option to purchase or otherwise dispose of any shares of
Common Stock or any securities convertible into or exchangeable or exercisable
for or any rights to purchase or acquire Common Stock, including warrants or
options to purchase Common Stock, held by the Securityholder prior to the
release by the Company of the securities. Such written consent will not be
unreasonably withheld.
The
Company agrees to release twenty-five percent (25%) of the securities covered
by
this agreement on the effective date of the Registration Statement and an
additional twenty five percent (25%) every ninety (90) days after public trading
begins and thereafter until no securities are subject to this agreement. Such
release will be automatic and will not require the written consent of the
Company. The release schedule shall not preclude the Securityholder from
transferring any amount of securities covered by this agreement in the event
that the Securityholder receives the prior written consent of the Company in
accordance with the preceding paragraph.
Notwithstanding
the foregoing, the Securityholder shall have the right to transfer the shares
of
Common Stock held by the Securityholder to or for the benefit of any spouse,
child or grandchild, or a trust for his own or their benefit; provided that
such
shares of Common Stock shall remain subject to the foregoing restriction on
transfer and any such permitted transferee shall, as a condition to such
transfer, deliver to the Company a written instrument confirming that such
transferee will be bound by the terms and conditions of the foregoing
restriction on transfer.
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ZipGlobal,
Inc.
a
Delaware company
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| By: | /s/ Xxxx Xxx | |
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Name:
Xxxx Xxx
Title:
President
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