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Shares subject to 1 year lock-up...

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TallTrader Member Level  Tuesday, 10/18/16 05:19:56 PM
Re: None
Post # of 147 
Shares subject to 1 year lock-up...

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.


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