0001589728-15-000003 Sample Contracts

Lock-Up Agreement
Lock-Up Agreement • January 14th, 2015 • Development Capital Group, Inc. • Retail-catalog & mail-order houses • California

In connection with the ownership of 6,000,000 shares of Common Stock (“Undersigned’s Shares”) of Development Capital Group, Inc. (“Company”), the undersigned agrees that, commencing on the date above (the “Effective Date”), and during the period specified below (the “Lock-Up Period”), the undersigned shall only offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any of the Undersigned’s Shares according to the terms herein. This Lock-Up Agreement shall not apply to any shares of Common Stock of the Company acquired by the undersigned on the open market after the Effective Date.

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CANCELLATION OF PROMISSORY NOTE
Cancellation of Promissory Note • January 14th, 2015 • Development Capital Group, Inc. • Retail-catalog & mail-order houses

This Cancellation of Promissory Note Agreement (“Cancellation Agreement”) is entered into as of this 7th day of January, 2014, by and among Metrix360, a California corporation (“Borrower”), Clearance.co, a California corporation (“Lender”), Development Capital Group, Inc., a Florida corporation and parent company of Lender (“DCG”), and Shahbod Rastegar, an individual (“Shoubi”).

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