|SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017|
3.1 Lock-Up Agreement. (a) In recognition of the benefit that the Distribution will confer upon the undersigned as a securityholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is one (1) year from the date of (1) the execution of this Agreement or (2) the date on which the Stockholder becomes the legal holder of the Shares, whichever is later (the “Lock-Up Period”), the undersigned will not (and will cause any spouse, domestic partner, lineal descendant, parent, stepparent, sibling, stepsibling, uncle, aunt, niece, nephew, first cousin, or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin (“Immediate Family Member”) not to), without the prior written consent of the Company, which may withhold its consent in its sole discretion, directly or indirectly, (i) sell, offer to sell, contract to sell or lend, effect any short sale or establish or increase a Put Equivalent Position (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or liquidate or decrease any Call Equivalent Position (as defined in Rule 16a-1(b) under the Exchange Act), pledge, hypothecate or grant any security interest in, or in any other way transfer or dispose of, any Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, in each case whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), (ii) make any demand for, or exercise any right with respect to the registration of any of the Lock-Up Securities, or the filing of any registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) in connection therewith, under the Securities Act of 1933, as amended (the “Securities Act”), (iii) enter into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or (iv) publicly announce the intention to do any of the foregoing.
(b) The Stockholder also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities.
(c) The Stockholder confirms that the Stockholder has not, and has no knowledge that any Immediate Family member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares. During the Lock-Up Period, the Stockholder will not, and will cause any Immediate Family member not to take, directly or indirectly, any such action.
(d) The Stockholder represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.
3.2 Transfers by Stockholder. During the Lock-Up Period, no Shares shall be transferred by the Stockholder until the pledgee, transferee or donee of such Shares (the “Transferee”) furnishes the Company with a written agreement to be bound by the terms of this Agreement (an “Assumption Agreement”), it being understood and agreed that the Company shall be entitled to issue stop