Common use of Lockup Agreement Clause in Contracts

Lockup Agreement. In consideration for the Company agreeing to its ---------------- obligations under this Agreement, in the event that each of the directors and executive officers of the Company, Xxxx X. Xxxxx and the members of the immediate family of Xxxx X. Xxxxx execute an agreement not to sell, make any short sale of, loan, grant any option for the purchase of or otherwise dispose of any Common Stock of the Company of which they are the beneficial owners (other than (a) those included in the registration and (b) sale transactions not involving a public offering, provided that the transferee of such person as a condition thereto and in connection therewith, agrees to be bound by such restriction), without the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed 120 days from the effective date of such registration as the Company or the underwriters may specify, each Holder shall agree in connection with any registration of the Company's securities for sale by the Company to the general public, upon the request of the Company or the underwriters managing any underwritten offering of the Company's securities, on the same terms not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than (a) those included in the registration and (b) sale transactions not involving a public offering, provided that the transferee of such Holder as a condition thereto and in connection therewith, agrees to be bound by and joins into this Section 8), without the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed 120 days from the effective date of such registration as the Company or the underwriters may specify; provided, however, that such restrictions on sales by Holders shall not apply if a request for registration has been made by Holders prior to the receipt of a notice from the Company or its underwriters under this Section 8. During any period that sales of Registrable Securities by the Holder are restricted under this Section, at the Holder's request, the Company will give written notice to the Holder as soon as the restrictions on sale terminate. The Company hereby agrees to give Holder among other things written notice of the filing of a registration statement for a proposed underwritten offering to which the restrictions in this Section 8 could apply if so requested.

Lockup Agreement. In consideration for the Company agreeing to its ---------------- obligations under this AgreementEach Series A Holder, in the event that each of the directors Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder and executive officers of the Companytransferee who receives Conversion Stock, Xxxx X. Xxxxx Founders' Stock, Warrant Stock and the members of the immediate family of Xxxx X. Xxxxx execute an agreement not to sell, make any short sale of, loan, grant any option for the purchase of or otherwise dispose of any Common Stock of the Company issued or issuable in respect of which they are any of the beneficial owners (other than (a) those included in the registration and (b) sale transactions not involving a public offeringforegoing upon any conversion, provided that the transferee of such person as a condition thereto and stock split, stock dividend, recapitalization, or similar event, hereby agrees that, in connection therewith, agrees to be bound by such restriction), without with the prior written consent first registration of the offering of any securities of the Company under the Securities Act for the account of the Company, if so requested by the Company or any representative of the underwriters (the "MANAGING UNDERWRITER"), such underwritersSeries A Holder, as Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not sell or otherwise transfer any securities of the case may beCompany during the period specified by the Company's Board of Directors at the request of the Managing Underwriter (the "MARKET STANDOFF PERIOD"), for with such period of time not to exceed 120 180 days from following the effective date of the registration statement of the Company filed under the Securities Act with respect to such offering. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. The Company shall use its reasonable best efforts to place similar contractual lockup restrictions on all capital stock issued now or hereafter to officers, directors, employees and consultants of the Company, and holders of registration rights with respect to capital stock of the Company, unless determined otherwise by the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the Company holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the underwriters future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may specifybe promulgated in the future. Notwithstanding the foregoing, each Holder shall agree Goldman may engage in connection with any registration brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership of shares of the Company's securities for sale by the Company to the general publicSeries D Preferred Stock, upon the request of the Company Series E Preferred or the underwriters managing any underwritten offering of the Company's securities, on the same terms not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than (a) those included in the registration and (b) sale transactions not involving a public offering, provided that the transferee of such Holder as a condition thereto and in connection therewith, agrees to be bound by and joins into this Section 8), without the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed 120 days from the effective date of such registration as the Company or the underwriters may specify; provided, however, that such restrictions on sales by Holders shall not apply if a request for registration has been made by Holders prior to the receipt of a notice from the Company or its underwriters under this Section 8. During any period that sales of Registrable Securities by the Holder are restricted under this Section, at the Holder's request, the Company will give written notice to the Holder as soon as the restrictions on sale terminate. The Company hereby agrees to give Holder among other things written notice of the filing of a registration statement for a proposed underwritten offering to which the restrictions in this Section 8 could apply if so requestedStock Series F Preferred Stock.

Lockup Agreement. In Ladies and Gentlemen: As additional consideration for the Company agreeing to its ---------------- obligations under this Agreementissuance of shares of capital stock (the “Shares”) of CALPIAN, in INC., a Texas corporation (the event “Company”), the undersigned hereby agrees that each from the date of acquisition of such Shares until the directors and executive officers date that is two (2) years after the acquisition date of such Shares (the Company“Lock-up Period”), Xxxx X. Xxxxx and the members of the immediate family of Xxxx X. Xxxxx execute an agreement undersigned will not offer, sell, contract to sell, make any short sale oftransfer, loanhypothecate, grant any option for the purchase of pledge or otherwise dispose of of, directly or indirectly (a “Transfer”), any Common Stock of the Shares, or enter into a transaction which would have the same effect, or publicly disclose the intention to make any such offer, sale, transfer, hypothecation, pledge or disposal, unless and to the extent permitted by the Company in writing. Any securities received upon conversion or exchange of which they are the beneficial owners (other than (a) those included in Shares shall similarly be subject to the registration and (b) sale transactions not involving provisions of this Lockup Agreement. Notwithstanding the foregoing, a public offeringTransfer of Shares to any third party may be made, provided that the Transfer is not made into the public market and the transferee of such person as a condition thereto and in connection therewith, agrees to be bound in writing by such restriction)the terms of this Lockup Agreement. The undersigned agrees that the following restrictive legend shall be imprinted upon or otherwise placed on certificates representing the Shares, without in addition to any other existing legend on the prior written consent of the Company Shares and any other legends required by law or such underwriters, as the case may be, for such period of time not to exceed 120 days from the effective date of such registration as the Company or the underwriters may specify, each Holder shall agree in connection with any registration upon advice of the Company's securities for sale by the Company to the general public, upon the request ’s legal counsel: THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN LOCK-UP AGREEMENT BETWEEN THE CORPORATION AND THE HOLDER OF STOCK OF THE CORPORATION REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION. In furtherance of the Company or foregoing, during the underwriters managing any underwritten offering of the Company's securities, on the same terms not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than (a) those included in the registration and (b) sale transactions not involving a public offering, provided that the transferee of such Holder as a condition thereto and in connection therewith, agrees to be bound by and joins into this Section 8), without the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed 120 days from the effective date of such registration as the Company or the underwriters may specify; provided, however, that such restrictions on sales by Holders shall not apply if a request for registration has been made by Holders prior to the receipt of a notice from the Company or its underwriters under this Section 8. During any period that sales of Registrable Securities by the Holder are restricted under this Section, at the Holder's requestLock-Up Period, the Company will give written notice to may hold the Holder as soon as the restrictions Shares in an escrow account on sale terminate. The Company hereby agrees to give Holder among other things written notice behalf of the filing holder. In addition, the Company (or other successor in interest) and its transfer agent and registrar are hereby authorized to issue appropriate “stop transfer” instructions and may decline to make any Transfer of the Shares if such Transfer could constitute a registration statement for a proposed underwritten offering to which violation or breach of this Lockup Agreement. This Lockup Agreement shall be binding on the restrictions in this Section 8 could apply if so requested.undersigned and the successors and assigns of the undersigned. Very truly yours, First Alliance Payment Processing, Inc. By: Name: Title: EXHIBIT F SOLD MERCHANTS [***] EXHIBIT G OTHER AGREEMENTS [***] EXHIBIT H [***] EXHIBIT I ADDITIONAL RESIDUAL PURCHASES

Lockup Agreement. In consideration Each Investor, Holder and transferee hereby agrees that, in connection with the underwritten registration of the initial offering of any securities of the Company under the Securities Act for the Company agreeing to its ---------------- obligations under this Agreement, in the event that each of the directors and executive officers account of the Company, Xxxx X. Xxxxx and if so requested by the members Company or any representative of the immediate family of Xxxx X. Xxxxx execute an agreement underwriters (the “Managing Underwriter”), such Investor, Holder or transferee shall not to sell, make any short sale of, loan, grant any option for the purchase of sell or otherwise dispose of transfer any Common Stock securities of the Company of which they are the beneficial owners (other than securities acquired by such Investor, Holder or transferee in such offering) during the period specified by the Company’s Board of Directors at the request of the Managing Underwriter (athe “Market Standoff Period”), with such period not to exceed one hundred eighty (180) those included in days following the effective date of a registration statement of the Company filed under the Securities Act; provided however that such 180 day period may be extended to the extent necessary to permit any managing underwriter to comply with NASD Rule 2711(f)(4)); and provided further that all officers and directors of the Company and holders of at least one percent (b1%) of the Company’s voting securities enter into similar agreements. The foregoing provisions of this Section 7 shall apply only to the Company’s initial offering of equity securities to be traded on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another comparable U.S. exchange or marketplace, and shall not apply to the sale transactions not involving of any shares to an underwriter pursuant to an underwriting agreement. Notwithstanding the foregoing, a public offeringHolder may, during such period following the effective date of a registration of the Company filed under the Securities Act, transfer Common Stock (or other securities) of the Company to a subsidiary, parent, general partner, limited partner, retired partner, member or retired member, or affiliate of such Holder, provided that the such transferee of such person as a condition thereto and in connection therewith, agrees to be bound by to the remaining stand off period described in this Section 7. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such restriction)Market Standoff Period. The Company shall use commercially reasonable efforts to place similar contractual lockup restrictions on all capital stock issued now or hereafter to officers, without the prior written consent directors, employees and consultants of the Company or such underwriters, as the case may be, for such period and holders of time not registration rights with respect to exceed 120 days from the effective date of such registration as the Company or the underwriters may specify, each Holder shall agree in connection with any registration capital stock of the Company's securities for sale by . In the Company to event that the general publicManaging Underwriter waives, upon the request of the Company terminates or the underwriters managing any underwritten offering of the Company's securitiesmodifies these restrictions in whole or in part, then such waiver, termination or modification shall be allocated among all Major Investors, pro rata based on the same terms not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose number of any Registrable Securities (other than (a) those included in the registration and (b) sale transactions not involving a public offering, provided that the transferee of such Holder as a condition thereto and in connection therewith, agrees to be bound by and joins into this Section 8), without the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed 120 days from the effective date of such registration as the Company or the underwriters may specify; provided, however, that such restrictions on sales by Holders shall not apply if a request for registration has been made by Holders prior to the receipt of a notice from the Company or its underwriters under this Section 8. During any period that sales shares of Registrable Securities then held by the Holder are restricted under this Section, at the Holder's request, the Company will give written notice to the Holder as soon as the restrictions on sale terminate. The Company hereby agrees to give Holder among other things written notice of the filing of a registration statement for a proposed underwritten offering to which the restrictions in this Section 8 could apply if so requestedsuch Major Investors.

Lockup Agreement. In Ladies and Gentlemen: As additional consideration for the Company agreeing to its ---------------- obligations under this Agreement, in the event that each of the directors and executive officers of the Company, Xxxx X. Xxxxx and the members of the immediate family of Xxxx X. Xxxxx execute an agreement not to sell, make any short sale of, loan, grant any option for the purchase of shares of capital stock (the “Shares”) of Calpian, Inc., a Texas corporation (the “Company”), the undersigned hereby agrees that from the date of acquisition of such Shares until the date that is two (2) years after the acquisition date of such Shares (the “Lock-up Period”), the undersigned will not offer, sell, contract to sell, transfer, hypothecate, pledge or otherwise dispose of of, directly or indirectly (a “Transfer”), any Common Stock of the Shares, or enter into a transaction which would have the same effect, or publicly disclose the intention to make any such offer, sale, transfer, hypothecation, pledge or disposal, unless and to the extent permitted by the Company in writing. Any securities received upon conversion or exchange of which they are the beneficial owners (other than (a) those included in Shares shall similarly be subject to the registration and (b) sale transactions not involving provisions of this Letter Agreement. Notwithstanding the foregoing, a public offeringTransfer of Shares to any third party may be made, provided that the Transfer is not made into the public market and the transferee of such person as a condition thereto and in connection therewith, agrees to be bound in writing by such restriction)the terms of this Letter Agreement. The undersigned agrees that the Shares shall be imprinted or otherwise placed, without on certificates representing the prior written consent of Shares, the Company following restrictive legend, in addition to any other existing legend on the Shares and any other legends required by law or such underwriters, as the case may be, for such period of time not to exceed 120 days from the effective date of such registration as the Company or the underwriters may specify, each Holder shall agree in connection with any registration upon advice of the Company's securities for sale by the Company to the general public, upon the request ’s legal counsel: THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITONS OF A CERTAIN LOCK-UP AGREEMENT BETWEEN THE CORPORATION AND THE HOLDER OF STOCK OF THE CORPORATION REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION. In furtherance of the Company or foregoing, during the underwriters managing any underwritten offering of the Company's securities, on the same terms not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than (a) those included in the registration and (b) sale transactions not involving a public offering, provided that the transferee of such Holder as a condition thereto and in connection therewith, agrees to be bound by and joins into this Section 8), without the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed 120 days from the effective date of such registration as the Company or the underwriters may specify; provided, however, that such restrictions on sales by Holders shall not apply if a request for registration has been made by Holders prior to the receipt of a notice from the Company or its underwriters under this Section 8. During any period that sales of Registrable Securities by the Holder are restricted under this Section, at the Holder's requestLock-Up Period, the Company will give written notice to may hold the Holder as soon as the restrictions Shares in an escrow account on sale terminate. The Company hereby agrees to give Holder among other things written notice behalf of the filing holder. In addition, the Company (or other successor in interest) and its transfer agent and registrar are hereby authorized to issue appropriate “stop transfer” instructions and may decline to make any Transfer of the Shares if such Transfer could constitute a registration statement for a proposed underwritten offering to which violation or breach of this Letter Agreement. This Letter Agreement shall be binding on the restrictions in this Section 8 could apply if so requested.undersigned and the successors, heirs, personal representatives and assigns of the undersigned. Very truly yours, Xxxxxx & Schifrin, LLC By: Name: Title: Address Date: EXHIBIT F SOLD MERCHANTS [* * *] EXHIBIT G OTHER AGREEMENTS [* * *] EXHIBIT H [***] EXHIBIT I Additional Residual Purchases

Lockup Agreement. In consideration Each Investor, Founder, Holder and transferee hereby agrees that, in connection with each registration of the offering of any securities of the Company under the Securities Act for the Company agreeing to its ---------------- obligations under this Agreement, in the event that each of the directors and executive officers account of the Company, Xxxx X. Xxxxx and if so requested by the members Company or any representative of the immediate family of Xxxx X. Xxxxx execute an agreement underwriters (the "MANAGING UNDERWRITER"), such Investor, Founder, Holder or transferee shall not to sell, make any short sale of, loan, grant any option for the purchase of sell or otherwise dispose of transfer any Common Stock Registrable Securities of the Company during the period specified by the Company's Board of which they are Directors at the beneficial owners (other than (a) those included in the registration and (b) sale transactions not involving a public offering, provided that the transferee of such person as a condition thereto and in connection therewith, agrees to be bound by such restriction), without the prior written consent request of the Company or such underwritersManaging Underwriter, as the case may be, for with such period of time not to exceed 120 one hundred and eighty (180) days from in the case of the first such registration and not to exceed ninety (90) days in all other cases (the "MARKET STANDOFF Period"), following the effective date of a registration statement of the Company filed under the Securities Act; PROVIDED, HOWEVER, that the restriction contained in this Section 8 shall not apply unless all officers and directors of the Company are bound by similar lockup provisions as of the time of such registration. Notwithstanding the foregoing, the restriction contained in this Section 8 shall only apply (i) to Series C Investors, Series D Investors and Series E Investors in connection with the first such registration and (ii) to Series D Investors and Series E Investors if (A) all Series A Investors, Series B Investors, Series C Investors and holders holding not less than 1% of the capital stock of the Company are bound by similar lockup provisions as of the time of such registration and (B) such lockup provisions provide that any discretionary waiver or termination of the restrictions of such provisions by the Company or the underwriters may specify, each Holder shall agree in connection with any registration of the Company's securities for sale by the Company Managing Underwriter apply to the general public, upon the request of the Company or the underwriters managing any underwritten offering of the Company's securities, all persons subject to such lockup provisions pro rata based on the same terms not those persons' holdings on an as converted to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than (a) those included in the registration and (b) sale transactions not involving a public offering, provided that the transferee of such Holder as a condition thereto and in connection therewith, agrees to be bound by and joins into this Section 8), without the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed 120 days from the effective date of such registration as the Company or the underwriters may specify; provided, however, that such restrictions on sales by Holders shall not apply if a request for registration has been made by Holders prior to the receipt of a notice from the Company or its underwriters under this Section 8. During any period that sales of Registrable Securities by the Holder are restricted under this Section, at the Holder's request, the Company will give written notice to the Holder as soon as the restrictions on sale terminateCommon Stock basis. The Company hereby agrees may impose stop-transfer instructions with respect to give Holder among other things written notice of the filing of a registration statement for a proposed underwritten offering securities subject to which the restrictions contained in this Section 8 could until the end of such Market Standoff Period. Notwithstanding the foregoing, the provisions of this Section 8 shall not apply if so requestedto any registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future.