Model Promotional Shares Lock-In Agreement Form printable pdf download

Model Promotional Shares Lock-In Agreement Form

MODEL PROMOTIONAL SHARES LOCK-IN AGREEMENT

Class B Issuer

This Promotional Shares Lock-In Agreement ("Agreement"), which was entered into on

the _____ day of ________________, 20___, by and between

_____________________________ ("Issuer"), whose principal place of business is

located in ________________________, and _________________________________

("Security Holder") witnesses that:

The Issuer has filed an application with the Securities Administrator of the States

of _____________________ ("Administrators") to register certain of its Equity

Securities for sale to public investors who are residents of those states

("Registration");

The Security Holder is the owner of the shares of common stock or similar

securities and/or possesses convertible securities, warrants, options or rights

which may be converted into, or exercised to purchase shares of common stock or

similar securities of Issuer.

As a condition to Registration, the Issuer and Security Holder ("Signatories")

agree to be bound by the terms of this Agreement.

II.

THEREFORE, the Security Holder agrees not to 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, PROMOTIONAL SHARES as defined in the North

American Securities Administrators Association ("NASAA") Statement of Policy on

Corporate Securities Definitions and all certificates representing stock dividends, stock

splits, recapitalizations, and the like, that are granted to, or received by, the Security

Holder while the PROMOTIONAL SHARES are subject to this Agreement ("Restricted

Securities").

Beginning two years from the completion date of the public offering, two and one-half

percent (2 1/2%) of the Restricted Securities may be released each quarter pro rata

among the Security Holders. All remaining Restricted Securities shall be released from

this Agreement on the anniversary of the fourth year from the completion date of the

public offering.

III.

THEREFORE, the Signatories agree and will cause the following:

Model Promotional Shares Lock-In Agreement Form