Tuesday, October 18, 2016 5:19:56 PM
All of the newly issued Exchange Shares will be subject to a one-year lock-up and do not have any registration rights. The Share Exchange will made on the basis of its being a private placement under Section 4(a)(2) of the Securities Exchange Act of 1933, as amended (the “Act”). After the Closing, theMaven will become a wholly owned subsidiary of Integrated and Integrated will cease to be a “shell company” (as such term is defined in Rule 12b-2 under Securities Exchange Act of 1934).
https://www.sec.gov/Archives/edgar/data/894871/000114420416128367/v450609_8k.htm
Section 2.9 Lock Up Agreement. The Shareholder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Shares of Integrated Stock however or whenever acquired (other than those shares of Integrated Stock acquired in a public offering or on the open market) without the prior written consent of Integrated, as decided by the board of directors of Integrated, acting by majority vote, for a period of one year from the Closing (the “Restricted Period”), and to the extent requested by the underwriter of any public offering by Integrated after the Closing, each Shareholder shall, at the time of such offering, execute a separate, additional agreement reflecting these requirements binding on the Shareholder that are substantially consistent with this Section; provided, however, that if during the last seventeen (17) days of the Restricted Period Integrated issues an earnings release or material news or a material event relating to Integrated occurs, or prior to the expiration of the Restricted Period Integrated announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter for an offering by Integrated, if any, to the extent required by any FINRA rules, the restrictions imposed by this section shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event (collectively the “Lock Up Period”). In order to enforce the restriction set forth above or any other restriction agreed by Shareholder, including without limitation any restriction requested by the underwriters of any offering by Integrated agreed by the Shareholder, Integrated may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the end of the applicable Lock Up Period. The underwriters of Integrated shall be third-party beneficiaries of the agreement set forth in this section.
The Shareholder agrees that prior to the expiration of the Lock-Up Period it will not transfer securities of Integrated unless each transferee agrees in writing to be bound by all of the provisions of this section. If the Shareholder is permitted to make any transfer of the Shares of Integrated Stock subject to this Agreement during the Lock-Up Period, it shall be a condition to the transfer that (A) the transferee executes and delivers to Integrated not later than one business day prior to such transfer, a written agreement, in substantially the form of this provision and otherwise satisfactory in form and substance to Integrated, and (B) if the Shareholder is required to file a report under Section 16(a) of the Securities Exchange Act of 1934, as amended, reporting a reduction in beneficial ownership of common stock or any securities convertible into or exercisable or exchangeable for common stock by the Shareholder during the Lock-Up Period, the Shareholder shall include a statement in such report to the effect that such transfer or distribution is not a transfer for value and that the transfer is being made as a gift or by will or intestacy, as the case may be.
Integrated Lock Up Agreements; Registration Rights Agreement. Integrated shall have received a fully executed one-year lock-up agreement from each of Christopher A. Marlett, MDB (and any designees of MDB holding shares of common stock or the right to acquire common stock of Integrated), Gary Schuman, Robert Levande and Peter Mills with respect to their shares of common stock of Integrated which they hold or have the right to obtain through the exercise of any options or warrants, all held or to be issued as of the date of the Closing and a fully executed registration rights agreement for the same persons.
https://www.sec.gov/Archives/edgar/data/894871/000114420416128367/v450609_ex10-1.htm
I HOLD SHARES IN ISSM PURCHASED IN THE OPEN MARKET. I MAY SELL AT ANY TIME.
Recent AREN News
- SURFER Announces New Editor-in-Chief, Special Edition Print Magazine • Business Wire • 04/23/2024 11:00:00 AM
- The Arena Group Appoints Sara Silverstein as Chief Executive Officer • Business Wire • 04/22/2024 11:00:00 AM
- The Arena Group to Host Investor Update Call on Tuesday April 9 • Business Wire • 04/03/2024 12:00:00 PM
- Manoj Bhargava Invests $12 Million More in The Arena Group • Business Wire • 02/14/2024 11:25:00 PM
- The Arena Group Announces Workforce Reductions in Strategic Move to Transform the Business Model • Business Wire • 01/18/2024 06:30:00 PM
- The Arena Group Announces Termination Of CEO Ross Levinsohn, Appoints Manoj Bhargava As Interim CEO • Business Wire • 12/11/2023 09:30:00 PM
- Deion “Coach Prime” Sanders Named 2023 Sports Illustrated Sportsperson of the Year • Business Wire • 11/30/2023 02:00:00 PM
- The Arena Group Reports Third Quarter 2023 Financial Results; Advances Bridge Media Acquisition • Business Wire • 11/14/2023 09:06:00 PM
- The Arena Group to Host Third Quarter 2023 Financial Results Conference Call on Tuesday, November 14 • Business Wire • 11/08/2023 02:14:00 PM
- The Arena Group Signs Definitive Agreement to Combine with Bridge Media Networks • Business Wire • 11/06/2023 01:00:00 PM
- The Arena Group Names Katie Kulik as Chief Revenue Officer to Drive Growth and Innovation • Business Wire • 11/02/2023 02:27:00 PM
- POWDER Magazine Returns With Special Print Edition; 2023-24 Photo Annual Issue Now Available • Business Wire • 10/16/2023 08:05:00 PM
- Jimmy Butler Guest Edits Sports Illustrated NBA Preview • Business Wire • 10/11/2023 02:08:00 PM
- TheStreet and Roundtable Media Partner to Launch New Crypto Channel, Expert Network • Business Wire • 10/05/2023 01:00:00 PM
- The Arena Group Launches ‘Arena Creator Network:’ A Creator-Led Cultural Content Hub Powered by Iconic Brands for Unmatched Social Branded Opportunities • Business Wire • 09/07/2023 06:05:00 PM
- The Arena Group to Participate in Lake Street Capital Markets’ Annual Best Ideas Growth Conference on September 14 • Business Wire • 09/06/2023 12:00:00 PM
- The Arena Group Names Grady Tripp as Senior Vice President of People • Business Wire • 08/18/2023 08:00:00 PM
- The Arena Group Signs Binding LOI to Combine with Bridge Media Networks, Creating Diversified Media Leader • Business Wire • 08/14/2023 08:15:00 PM
- The Arena Group Reports Second Quarter 2023 Financial Results; Announces Strategic Expansion and a Three-Year Extension of its Debt Facility • Business Wire • 08/14/2023 08:06:00 PM
- The Arena Group to Host Second Quarter 2023 Financial Results Conference Call on Monday, August 14 • Business Wire • 08/08/2023 10:00:00 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 08/07/2023 03:51:11 PM
- Sports Illustrated Presents Inaugural Power List: 50 Most Influential Figures in Sports • Business Wire • 07/13/2023 01:00:00 PM
- First-of-its-Kind App, TheStreet Powered by Tornado, Launches One-Stop Investing Experience • Business Wire • 07/12/2023 01:00:00 PM
- Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405] • Edgar (US Regulatory) • 07/10/2023 07:31:26 PM
- Form NT 10-K - Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405 • Edgar (US Regulatory) • 06/30/2023 04:14:33 PM
Axis Technologies Group and Carbonis Forge Ahead with New Digital Carbon Credit Technology • AXTG • Apr 24, 2024 3:00 AM
North Bay Resources Announces Successful Equipment Test at Bishop Gold Mill, Inyo County, California • NBRI • Apr 23, 2024 9:41 AM
Epazz, Inc.: CryObo, Inc. solar Bitcoin operations will issue tokens • EPAZ • Apr 23, 2024 9:20 AM
Avant Technologies Launches Advanced AI Supercomputing Network and Expansive Data Solutions • AVAI • Apr 23, 2024 8:00 AM
BestGrowthStocks.com Issues Comprehensive Analysis of Triller Merger with AGBA Group Holding Limited • AGBA • Apr 22, 2024 1:00 PM
Cannabix Technologies to Present Marijuana Breathalyzer Technology at International Association for Chemical Testing (IACT) Conference in California • BLO • Apr 22, 2024 8:49 AM