Going off memory here and have not read the whole 8K but the new owners will be locked up
The min price post reverse as I recall is .40. The float will be very small for a 20 million dollar company with CREE partnerships. This will be tightly held and will run into the dollars as this deal progresses after closing IMO
LOCK-UP AGREEMENT
Ladies and Gentlemen:
The undersigned is the owner of membership units (the “Units”) of Spectrum King, LLC, a Delaware limited liability company (“Spectrum”), pursuant to which, among other things, the Units held by undersigned are to be converted into the right to receive shares of the common stock of Banjo & Matilda, Inc. (“Banjo”), effective upon the date (the “Closing Date”) of the exchange in accordance with the terms and conditions of the Exchange Agreement dated as of March 19, 2018, among Spectrum, Banjo and the members of Spectrum.
In order to induce Banjo to complete the transactions that are described in the Exchange Agreement, the undersigned hereby agrees that, during the period beginning on the Closing Date and ending nine (9) months from the Closing Date (the “Lock-Up Period”), the undersigned will not sell, assign, pledge or otherwise transfer any shares of Banjo common stock that the undersigned beneficially owns, consisting of (i) all shares of Banjo common stock issued pursuant to the Exchange Agreement and issuable upon exercise of options and warrants assumed by Banjo pursuant to the Exchange (the “Exchange Shares”), (ii) all shares of Banjo common stock that the undersigned may receive as a stock dividend or other distribution on the Exchange Shares of Banjo common stock, and (iii) all other securities of Banjo that the undersigned may receive in a recapitalization or similar transaction in respect of the Exchange Shares (collectively, the “Lock-up Shares”), and the undersigned agrees not to take any of the preceding actions, without Banjo’s prior written consent. In addition, the undersigned agrees that, during the Lock-Up Period, the undersigned will not engage in (i) any short sale of the Lock-up Shares, (ii) any hedging transaction regarding the Lock-up Shares, or (ii) any grant of a put or call option regarding the Lock-up Shares.
Notwithstanding the foregoing, the undersigned may transfer (i) all or any portion of the Lock-Up Shares as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound by the restrictions set forth herein, and (ii) all or any portion of the Lock-up Shares to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further than any such transfer shall not involve a disposition for value.
