LOCKUP AGREEMENT
This
AGREEMENT (the “
Agreement ”)
is effective as of (the
“
Effective Date ”),
by _____________ (the “
Holder ”),
maintaining an address at _____________ ,
in
connection with his or its ownership of shares of ForgeHouse, Inc.,
a Nevada corporation (the “
Company ”).
WHEREAS,
Holder is the beneficial owner of the amount of securities
designated on the signature page hereto (the “
Securities ”).
WHEREAS,
Holder acknowledges that the Company has entered into an
Agreement and Plan of Exchange (the “
Exchange Agreement ”)
with certain of the then members of ForgeHouse LLC, a Georgia
limited liability company (each a “
Member ”
and collectively, the “
Members ”),
effective as of the date hereof (the “
Exchange ”).
WHEREAS,
Holder understands that, as a condition concurrent to the
closing of the Exchange, the Company has required the
Holder’s agreement to refrain from selling any
securities of the Company, however acquired, as detailed in
this Agreement.
WHEREAS,
the Holder has entered into this Agreement in connection with
obtaining such Securities.
NOW,
THEREFORE, BE IT RESOLVED, for good and valuable
consideration, the sufficiency and receipt of which
consideration are hereby acknowledged, Holder agrees as
follows :
1.
Sale Restriction
.
a.
The
period of time during which the securities shall be subject to
the restrictions described herein shall commence on the
Effective Date and shall terminate two years thereafter (the
“
Restriction Period ”).
b.
The
following legend shall be contained on the certificate
representing the Holder’s Securities:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON RESALE AND MAY NOT BE HYPOTHECATED, PLEDGED,
TRANSFERRED, OR OTHERWISE DISPOSED OF PURSUANT TO THE TERMS
AND CONDITIONS OF A LOCKUP AGREEMENT THAT MAY BE EXAMINED AT
THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY OR MAY BE
FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE
UPON RECEIPT BY THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS
OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE
STOCKHOLDER.
c.
The
Holder hereby agrees that during the Restriction Period and
without the prior written consent of the Company, which may be
withheld, delayed, or denied for any reason or for no reason,
the Holder will not sell, transfer or otherwise dispose of any
Securities during the Restriction Period, other than in
connection with an offer made to all stockholders of the
Company in connection with merger, consolidation, or similar
transaction involving the Company and except in accordance
with Sections 1(e) and 2 of this Agreement. Further, except in
connection with a transaction described in the immediately
preceding sentence, during the Restriction Period, the Holder
may not hypothecate, pledge, transfer, or otherwise dispose of
or derive economic value from (whether
in the form of a sale, hypothecation, lending arrangement, or
any other method by which any transfer of partial or full
record or beneficial ownership or value thereof) any
of
the Securities. The Holder further agrees that the Company is
authorized to and the Company agrees to place “stop
orders” on its books to prevent any transfer of
Securities in violation of this Agreement. In connection with
this Agreement, the Company hereby agrees to use commercially
reasonable efforts not to allow any transaction inconsistent
with this Section 1 .
Upon the expiration of the Restriction Period, the Holder will
no longer be subject to any potential contractual restrictions
on the disposition of any of the Securities .
d.
The
Holder may, at any time and from time to time during the
Restriction Period, transfer all or a portion of the
Securities (i) as bona fide gifts or transfers by will or
intestacy and (ii) to any trust for the direct or
indirect benefit of the Holder or the immediate family of the
Holder,
provided ,
however ,
that any such transfer shall not involve a disposition for
value;
provided ,
further ,
that, in the case of any gift or transfer described in clauses (i)
and (ii), each donee or transferee, or its legal representative,
agrees in writing to be bound by the terms and conditions contained
herein in the same manner as such terms and conditions apply to the
Holder.
2.
Right of First Refusal; Trickle
.
a.
Each
of the Holder and certain of the individual Members (each, an
“
Individual ,”
and collectively, the “
Individuals ”)
is currently providing services to the Company. If, during the
Restriction Period, an Individual is dismissed for
“
Cause ”
(as defined in the Exchange Agreement) or
shall terminate employment for any reason other than for
“
Good Reason ”
(as defined in the Exchange Agreement), and notwithstanding the
prohibitions and provisions of Section 1, above, all of the
Securities then-owned by such Individual shall be subject to a
right of first refusal in favor of all other Individuals as a group
(on a pro-rata basis) and, in respect of any such Securities then
remaining unpurchased, thereafter in favor of holders of the
Company’s Series A preferred stock as a group (on a pro-rata
basis). The right of first refusal conferred in this Section 2(a)
upon said holders of the Company’s Series A preferred stock
shall not be adversely affected by the conversion of some or all of
the holders’ shares of the Company’s Series A preferred
stock into shares of the Company’s common stock, provided
that said holders retain ownership of such shares. The per-share
right of first refusal price shall be equal to the lesser of (i)
ninety percent (90%) of the 10-day volume-weighted average trading
prices for the ten trading days prior to such termination of
employment or (ii) $0.75.
b.
I
f
the Holder is dismissed by the Company as an employee for any
reason other than for Cause or terminates employment for Good
Reason (the “
Terminated Individual ”),
such Terminated Individual may, at any
|
