LOCK-UP AGREEMENTLock-Up Agreement • May 26th, 2017 • Dataram Corp • Computer storage devices • New York
This Letter Agreement is being executed in connection with that certain Agreement and Plan of Merger by and between Dataram Corporation (the “Parent”), Dataram Acqusition Sub, Inc., the wholly owned subsidiary of the Parent, U.S. Gold Corp. (the “Company”) and Copper King LLC, a principal stockholder of the Company (the “Merger Agreement” and the transactions contemplated thereby, the “Merger”). The undersigned is an officer, director, consultant or a beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock of the Company (each, a “Company Security”) that will be exchanged for shares of capital stock or securities convertible into or exercisable or exchangeable for capital stock of the Parent (each, a “Parent Security”) upon closing of the Merger (the “Merger Closing Date”) or is otherwise entitled to receive Parent Securities on the Merger Closing Date.
EQUITY STOCK TRANSFER ESCROW AGREEMENTEscrow Agreement • May 26th, 2017 • Dataram Corp • Computer storage devices • New York
This Escrow Agreement dated this day of May, 2017 (this “Escrow Agreement”), is entered into by and among DATARAM CORPORATION, a Nevada corporation (“Parent”); DATARAM ACQUISITION SUB, INC., a Nevada corporation and wholly-owned subsidiary of Parent (“Buyer”); U.S. GOLD CORP., a Nevada corporation (the “Company”); Copper King LLC, a principal stockholder of the Company (the “Stockholder”) (Parent, Buyer, Company and the Stockholder are each a “Party” and together are “Parties”) and Equity Stock Transfer LLC, a Nevada limited liability company, as escrow agent (“Escrow Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
