Common use of Lock-Up Agreements of Company, Management and Affiliates Clause in Contracts

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty (180) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of XX Xxxxxx (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any Shares, warrants, or any securities convertible into or exercisable or exchangeable for Shares or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of Shares, or Warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares, Warrants or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Shares issued pursuant to a trading plan established prior to July 1, 2020 pursuant to Rule 10b5-1 of the Exchange Act, (C) the issuance of Shares upon the exercise or conversion of options, warrants or other convertible securities outstanding, and as in effect, on the date of this Agreement, and (D) any Shares, dividend equivalent rights or other equity based awards issued, or options to purchase Shares granted, pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus (including the filing of a registration statement on Form S-8 relating to such existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus). The Company has caused each of its officers and directors to enter into agreements with the Representative in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty (180) 540 days after the Closing Date date of the Prospectus (the “Lock-Up Period”), without the prior written consent of XX Xxxxxx JMP Securities (which consent may be withheld in its sole discretion), (1) offer, sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose ofof (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition), directly or indirectly, or file with the Commission a registration statement under the Act to register, any Shares, warrants, shares of Common Stock or any securities convertible into or exercisable or exchangeable for Shares Common Stock or warrants or other rights to acquire shares of Common Stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of Sharessuch shares of Common Stock, securities, warrants or Warrantsother rights to acquire Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares, Warrants Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Securities Shares to be sold hereunder, (B) any Shares shares of Common Stock issued pursuant by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to a trading plan established prior to July 1in the Registration Statement, 2020 pursuant to Rule 10b5-1 of General Disclosure Package and the Exchange ActProspectus, (C) the issuance any shares of Shares upon the exercise or conversion of options, warrants or other convertible securities outstanding, and as in effect, on the date of this Agreement, and (D) any Shares, dividend equivalent rights or other equity based awards issued, Common Stock issued or options to purchase Shares granted, Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) [●] shares issued pursuant to the Slacker Agreement on or substantially concurrently with the Prospectus Closing Date, and (including E) shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or warrants or other rights to acquire shares of Common Stock issued by the filing Company (i) as consideration for any merger, acquisition or other business combination transaction or strategic collaboration, joint venture or similar transaction, other than a transaction primarily for capital raising purposes, or (ii) in a transaction primarily for capital raising purposes if JMP Securities is first provided with a right of a registration statement on Form S-8 relating first refusal to provide investment banking services to the Company with respect to such existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus)transaction. The Company has caused shall cause each of its officers officers, directors and directors any other beneficial owner (including stockholders, option holders and other equityholders) owning 5% or more of the Company’s fully diluted capital stock to enter into agreements with the Representative in the form set forth in Exhibit A.A hereto. The Company shall not waive any lock-up agreement entered into pursuant to the Slacker Agreement without the prior written consent of JMP Securities (which consent may be withheld in its sole discretion).

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty (180) 180 days after the Closing Date (the “Lock-Up Period”), without the prior written consent of XX Xxxxxx Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any Sharesshares of capital stock of the Company, warrants, warrants or any securities convertible into or exercisable or exchangeable for Shares shares of capital stock of the Company or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of Shares, or Warrants, shares of capital stock of the Company whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares, Warrants shares of capital stock of the Company or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Offered Securities to be sold hereunder, (B) any Shares issued pursuant to a trading plan established prior to July 1, 2020 2021 pursuant to Rule 10b5-1 of the Exchange Act, (C) the issuance of Shares upon the exercise or conversion of options, warrants or other convertible securities outstanding, and as in effect, on the date of this Agreement, Agreement and (D) any Shares, dividend equivalent rights or other equity based awards issued, or options to purchase Shares granted, pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus (including the filing of a registration statement on Form S-8 relating to such existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus). The Company has caused (i) each of its directors, officers and directors their respective affiliates and (ii) any holder(s) of an aggregate of 1,696,112 of the outstanding Shares as of the effective date of the Registration Statement (and all holders of securities exercisable for or convertible into Shares) to enter into agreements with the Representative in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty (180) 180 days after the Closing Date (the “Lock-Up Period”), without the prior written consent of XX Xxxxxx Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any Sharesshares of capital stock of the Company, warrants, warrants or any securities convertible into or exercisable or exchangeable for Shares shares of capital stock of the Company or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of Shares, or Warrants, shares of capital stock of the Company whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares, Warrants shares of capital stock of the Company or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Offered Securities to be sold hereunder, (B) any Shares issued pursuant to a trading plan established prior to July 1, 2020 2021 pursuant to Rule 10b5-1 of the Exchange Act, (C) the issuance of Shares upon the exercise or conversion of options, warrants or other convertible securities outstanding, and as in effect, on the date of this Agreement, Agreement and (D) any Shares, dividend equivalent rights or other equity based awards issued, or options to purchase Shares granted, pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus (including the filing of a registration statement on Form S-8 relating to such existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus). The Company has caused each of its directors, officers and directors any other holder(s) of one half percent (0.5%) or more of the outstanding Shares as of the effective date of the Registration Statement (and all holders of securities exercisable for or convertible into Shares) to enter into agreements with the Representative in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty (180) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of XX Xxxxxx Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any Shares, warrants, or any securities convertible into or exercisable or exchangeable for Shares or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of Shares, or Warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares, Warrants or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Shares issued pursuant to a trading plan established prior to July 1, 2020 pursuant to Rule 10b5-1 of the Exchange Act, (C) the issuance of Shares upon the exercise or conversion of options, warrants or other convertible securities outstanding, and as in effect, on the date of this Agreement, and (DC) any Shares, dividend equivalent rights or other equity based awards issued, or options to purchase Shares granted, pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus (including the filing of a registration statement on Form S-8 relating to such existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus). The Company has caused each of its officers and directors to enter into agreements with the Representative in the form set forth in Exhibit A.