SHARE EXCHANGE AGREEMENT BY AND AMONG WEBXU, INC., MTPM HOLDINGS, LLC AND Dated: November 30, 2012 SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 11th, 2012 • WebXU, Inc. • Services-management consulting services • California
THIS SHARE EXCHANGE AGREEMENT, dated as of November 30, 2012 (this “Agreement”), by and among WEBXU, INC., a corporation incorporated in the State of Delaware, (“WEBXU”), on the one hand; and M.T. PERFORMANCE MARKETING, INC. (“MT”), a corporation incorporated in the State of Delaware, and MTPM HOLDINGS, LLC (“MTPM”), the MT Shareholder, a corporation incorporated in the State of Delaware, on the other hand. Each of MT, MT Entities and the MT Shareholder is sometimes individually referred to herein as “MT”, a “MT Party,” or collectively as the “MT Parties.” Each of WEBXU and the WEBXU Entities is sometimes individually referred to as a “WEBXU Party” and collectively as the “WEBXU Parties”. Each of the Parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Exhibit A hereto.
Lock-Up/Leak-Out AgreementLeak-Out Agreement • December 11th, 2012 • WebXU, Inc. • Services-management consulting services
THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of November30,2012, by and among Webxu, Inc., a Delaware corporation (the “Company”), and the undersigned owner of the shares of the Company’s common stock, $.001 par value per share (the “Common Stock”), set forth opposite the undersigned’s name on the signature page of this Agreement.
