Attached files
| file | filename |
|---|---|
| S-1/A - Premier Power Renewable Energy, Inc. | v189896_s1a.htm |
| EX-23.4 - Premier Power Renewable Energy, Inc. | v189896_ex23-4.htm |
| EX-23.1 - Premier Power Renewable Energy, Inc. | v189896_ex23-1.htm |
| EX-23.3 - Premier Power Renewable Energy, Inc. | v189896_ex23-3.htm |
| EX-10.47 - Premier Power Renewable Energy, Inc. | v189896_ex10-47.htm |
| EX-10.46 - Premier Power Renewable Energy, Inc. | v189896_ex10-46.htm |
| EX-10.44 - Premier Power Renewable Energy, Inc. | v189896_ex10-44.htm |
| EX-10.49 - Premier Power Renewable Energy, Inc. | v189896_ex10-49.htm |
Form of Lock-Up
Agreement
July __,
2010
Merriman
Curhan Ford & Co.
135 East
57th Street
24th
Floor
New York,
New York 10022
Ladies
and Gentlemen:
The
undersigned understands that Merriman Curhan Ford & Co. (the “Placement Agent”)
proposes to enter into a Placement Agent Agreement (the “Placement Agent
Agreement”) with Premier Power Renewable Energy, Inc., a Delaware
corporation (the “Company”), relating
to the offering (the “Offering”) of shares
(the “Shares”)
of the Common Stock, par value $0.0001 per share (the “Common Stock”), of
the Company. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Placement Agent Agreement.
In
consideration of the foregoing, and in order to induce you to participate as the
placement agent in the Offering, and for other good and valuable consideration
receipt of which is hereby acknowledged, the undersigned hereby agrees that,
without the prior written consent of the Placement Agent (which consent may be
withheld in its sole discretion), the undersigned will not, during the period
(the “Lock-Up
Period”) beginning on the date hereof and ending on the earlier of (i)
the date 90 days after the date of the final prospectus (including the final
prospectus supplement) to be used in confirming the sale of the Shares (the
“Final
Prospectus”) or
(ii) the termination of the Placement Agent Agreement by the Placement Agent
prior to the Closing (other than as a result of any breach of Section 4(n) of
the Placement Agent Agreement), (1) offer, pledge, announce the intention to
sell, sell, contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant to purchase,
or otherwise transfer or dispose of, directly or indirectly, or file (or
participate in the filing of) a registration statement with the Securities and
Exchange Commission in respect of, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for shares of Common Stock
(including without limitation, shares of Common Stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and securities which may
be issued upon exercise of a stock option or warrant), (2) enter into any swap
or other agreement that transfers, in whole or in part, any of the economic
consequences of ownership of the shares of, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of shares of
Common Stock or such other securities, in cash or otherwise, (3) make any demand
for or exercise any right with respect to, the registration of any shares of
Common Stock or any security convertible into or exercisable or exchangeable for
shares of Common Stock, or (4) publicly announce an intention to effect any
transaction specific in clause (1), (2) or (3) above.
Notwithstanding
the foregoing, the restrictions set forth in clause (1) and (2) above shall not
apply to (a) transfers (i) as a bona fide gift or gifts, provided that the donee
or donees thereof agree to be bound in writing by the restrictions set forth
herein, (ii) 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 in writing by the restrictions set forth herein, and
provided further that any such transfer shall not involve a disposition for
value or (iii) with your prior written consent, (b) the acquisition or exercise
of any stock option issued pursuant to the Company’s existing stock option plan,
including any exercise effected by the delivery of shares of Common Stock of the
Company held by the undersigned, or (c) the purchase or sale of the Company’s
securities pursuant to a plan, contract or instruction that satisfies all of the
requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date
hereof. For purposes of this Lock-Up Agreement, “immediate family”
shall mean any relationship by blood, marriage or adoption, not more remote than
first cousin. None of the restrictions set forth in this Lock-Up
Agreement shall apply to shares of Common Stock acquired in open market
transactions.
For the
purpose of allowing the Placement Agent to comply with FINRA Rule 2711(f)(4), if
(1) during the last 17 days of the Lock-Up Period, the Company releases earnings
results or publicly announces other material news or a material event relating
to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the
Company announces that it will release earnings results during the 16 day period
beginning on the last day of the Lock-Up Period, then in each case the Lock-Up
Period will be extended until the expiration of the 18 day period beginning on
the date of release of the earnings results or the public announcement regarding
the material news or the occurrence of the material event, as applicable, unless
the Placement Agent waives, in writing, such extension. The Placement Agent
agrees to waive such extension if the provisions of FINRA Rule 2711(f)(4) are
not applicable to the Offering. The undersigned acknowledges that the
Company has agreed not to accelerate the vesting of any option or warrant or the
lapse of any repurchase right prior to the expiration of the Lock-Up Period,
except in accordance with the terms of any existing employment
agreement. In furtherance of the foregoing, the Company, and any duly
appointed transfer agent or depositary for the registration or transfer of the
securities described herein, are hereby authorized to decline to make any
transfer of securities if such transfer would constitute a violation or breach
of this Lock-Up Agreement.
The
foregoing restrictions are expressly agreed to preclude the undersigned from
engaging in any hedging or other transaction which is designed to or reasonably
expected to lead to or result in a sale or disposition of shares of Common Stock
even if such securities would be disposed of by someone other than the
undersigned. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale or grant of any
right (including without limitation any put option or put equivalent position or
call option or call equivalent position) with respect to any of the shares of
Common Stock or with respect to any security that includes, relates to, or
derives any significant part of its value from such shares.
The
undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into this Lock-Up Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.
The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar or depositary against the
transfer of the undersigned’s shares of Common Stock except in compliance with
the foregoing restrictions.
The
undersigned understands that, if the Placement Agent Agreement does not become
effective, or if the Placement Agent Agreement (other than the provisions
thereof which survive termination) shall terminate or be terminated prior to
payment for and delivery of the Shares to be sold thereunder, the undersigned
shall be released from all obligations under this Lock-Up
Agreement.
This
Lock-Up Agreement shall be governed by and construed in accordance with the laws
of the State of New York, without regard to the conflict of laws principles
thereof.
[Signature
page immediately follows]
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Very
truly yours,
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Name:
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