Exhibit 10.3
PROMOTIONAL SHARES LOCK-IN
AGREEMENT
Class A Limited Liability
Company Units Issuer
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I.
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This
Promotional Shares Lock-In Agreement (“Agreement”),
which was entered into on the 15th day of October, 2008, by and
between 35, LLC, a Washington limited liability company
(“Issuer”), whose principal place of business is
located in Seattle, WA, IndieShares Management LLC, a Washington
limited liability company (“Owner”), and Beacon Law
Advisors PLLC, a Washington professional limited liability company
(“Security Holder”) witnesses that:
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A.
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The Issuer has
filed an application with the Securities Administrator of the
States of AZ, CA, CO, CT, FL, GA, IL, IN, LA, MA, MD, MI, MN, MO,
NJ, NY, OR, PA, UT, VA, WA, WI (“Administrators”) to
register certain of its Class A limited liability company
units (the “CLASS A SHARES”) for sale to public
investors who are residents of those states
(“Registration”);
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B.
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Owner is the
owner of a common limited liability company unit (the
“PROMOTIONAL SHARE”), and Security Holder has agreed to
act as escrow agent to hold the PROMOTIONAL SHARE on behalf of
Owner until it is released from escrow in accordance with the terms
of this Agreement.
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C.
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As a condition
to Registration, the Issuer and Security Holder
(“Signatories”) agree to be bound by the terms of this
Agreement.
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II.
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THEREFORE, the
Security Holder agrees to act as escrow agent and to hold the
PROMOTIONAL SHARE on Owner’s behalf and agrees not to, on the
Issuer’s behalf, sell, pledge, hypothecate, assign, grant any
option for the sale of, or otherwise transfer or dispose of,
whether or not for consideration, directly or indirectly, the
PROMOTIONAL SHARE as defined in the North American Securities
Administrators Association (“NASAA”) Statement of
Policy on Corporate Securities Definitions and all certificates
representing unit dividends, unit splits, recapitalizations, and
the like, that are granted to, or received by, the Security Holder
while the PROMOTIONAL SHARE is subject to this Agreement
(“Restricted Security”).
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The Restricted Security shall be
released from this Agreement on the anniversary of the second year
from the completion date of the public offering.
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III.
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THEREFORE, the
Signatories agree and will cause the following:
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A.
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Issuer shall
cause, in the event of a dissolution, liquidation, merger,
consolidation, reorganization, sale or exchange of the
Issuer’s assets or securities (including by way of tender
offer), or any other transaction or proceeding with a person who is
not a “Promoter”, as that term is defined in the NASAA
Statement of Policy on Corporate Securities Definitions, which
results in the distribution of the Issuer’s assets or
securities (“Distribution”), while this Agreement
remains in effect that:
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1.
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All holders of
the Issuer’s CLASS A SHARES will initially share on a pro
rata, per share basis in the Distribution, in proportion to the
amount of cash or other consideration that they paid per share for
their CLASS A SHARES (provided that the Administrator has accepted
the value of the other consideration), until the shareholders who
purchased the Issuer’s CLASS A SHARES pursuant to the public
offering (“Public Shareholders”) have received, or have
had irrevocably set aside for them, an amount that is equal to one
hundred and five percent (105%) of the public offering’s
price per share times
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