LOCK-UP AGREEMENT
Exhibit
10.3
LOCK-UP AGREEMENT
February
1, 2021
Re:
Securities Purchase
Agreement, dated as of February 1, 2021 (the “Purchase
Agreement”), between United States Antimony Corporation (the
“Company”) and the purchasers signatory thereto (each,
a “Purchaser” and, collectively, the
“Purchasers”)
Ladies
and Gentlemen:
Defined
terms not otherwise defined in this letter agreement (the
“Letter
Agreement”) shall have the meanings set forth in the
Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase
Agreement and in satisfaction of a condition of the Company’s
obligations under the Purchase Agreement, the undersigned
irrevocably agrees with the Company that, from the date hereof
until 90 days after the Closing Date (such period, the
“Restriction
Period”) the undersigned will not offer, sell,
contract to sell, hypothecate, pledge or otherwise dispose of (or
enter into any transaction which is designed to, or might
reasonably be expected to, result in the disposition (whether by
actual disposition or effective economic disposition due to cash
settlement or otherwise) by the undersigned or any Affiliate of the
undersigned or any person in privity with the undersigned or any
Affiliate of the undersigned), directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a
call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), with respect to, any shares of Common Stock of
the Company or securities convertible, exchangeable or exercisable
into, shares of Common Stock of the Company beneficially owned,
held or hereafter acquired by the undersigned (the
“Securities”). Beneficial
ownership shall be calculated in accordance with Section 13(d) of
the Exchange Act.
The
undersigned acknowledges that the execution, delivery and
performance of this Letter Agreement is a material inducement to
each Purchaser to complete the transactions contemplated by the
Purchase Agreement and the Company shall be entitled to specific
performance of the undersigned’s obligations hereunder. The
undersigned hereby represents that the undersigned has the power
and authority to execute, deliver and perform this Letter
Agreement, that the undersigned has received adequate consideration
therefor and that the undersigned will indirectly benefit from the
closing of the transactions contemplated by the Purchase
Agreement.
This
Letter Agreement may not be amended or otherwise modified in any
respect without the written consent of each of the Company and the
undersigned. This Letter Agreement shall be construed and enforced
in accordance with the laws of the State of New York without regard
to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive
jurisdiction of the United States District Court sitting in the
Southern District of New York and the courts of the State of New
York located in Manhattan, for the purposes of any suit, action or
proceeding arising out of or relating to this Letter Agreement, and
hereby waives, and agrees not to assert in any such suit, action or
proceeding, any claim that (i) it is not personally subject to the
jurisdiction of such court, (ii) the suit, action or proceeding is
brought in an inconvenient forum, or (iii) the venue of the suit,
action or proceeding is improper. The undersigned hereby
irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by
receiving a copy thereof sent to the Company at the address in
effect for notices to it under the Purchase Agreement and agrees
that such service shall constitute good and sufficient service of
process and notice thereof. The undersigned hereby waives any right
to a trial by jury. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted
by law. The undersigned agrees and understands that this Letter
Agreement does not intend to create any relationship between the
undersigned and any Purchaser and that no Purchaser is entitled to
cast any votes on the matters herein contemplated and that no
issuance or sale of the Securities is created or intended by virtue
of this Letter Agreement.
This
Letter Agreement shall be binding on successors and assigns of the
undersigned with respect to the Securities and any such successor
or assign shall enter into a similar agreement for the benefit of
the Purchasers.
***
SIGNATURE PAGE FOLLOWS***
This
Letter Agreement may be executed in two or more counterparts, all
of which when taken together may be considered one and the same
agreement.
_________________________
Signature
__________________________
Print
Name
__________________________
Position
in Company, if any
Address
for Notice:
By
signing below, the Company agrees to enforce the restrictions on
transfer set forth in this Letter Agreement.
UNITED STATES ANTIMONY CORPORATION
By:
_________________________________
Name:
Title:
