3.2 Lockup of Stock Consideration. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, during the period beginning on the Effective Time and ending on the twenty-fourth (24th) month anniversary thereof (the “Lockup Period”), the Munzee Owners will not directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future), any portion of the Stock Consideration or any shares of the Company’s common stock underlying the Stock Consideration (collectively the “Lockup Securities”), beneficially owned, within the meaning of Rule 13d-3 under the Exchange Act, by such holder on the date hereof or hereafter acquired or (ii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any portion of the Lockup Securities, whether or not any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any of the Lockup Securities. As additional consideration for the Munzee Owners agreeing to lockup the Lockup Securities for the Lockup Period, the primary holders of the Company’s common stock, namely Craig Holland, Mick Donahoo, The Holland Family Trust (and/or its beneficiaries, as applicable) and The Cowdell Family Trust (and/or its beneficiaries, as applicable) will enter into separate lockup agreements with the same restrictions as listed in this Section 3.2.
