UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 3, 2018


RELIANT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   333-214274   47-2200506
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

12343 Hymeadow Drive, Suite 3-A Austin, Texas 78750
(Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code: (512) 407-2623

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

 

Item 8.01 Other Events .

 

On December 3, 2018, (a) Julie Hale, Don Maler, Marsha Hash, Joel Hefner, and River North Equity, LLC, each shareholders of Reliant Holdings, Inc. (the “ Company ”, “ we ” and “ us ”) (collectively, the “ Original Lock-Up Shareholders ”) entered into a Second Amendment to Lock-Up Agreement with the Company, dated December 3, 2018, and effective November 7, 2017 (the “ Amended Lock-Up Agreement ”), which amended that certain Lock-Up Agreement entered into between the Original Lock-Up Shareholders and the Company, on November 7, 2017, as amended by the First Amendment to Lock-Up Agreement dated December 5, 2017 and effective November 7, 2017 (collectively, as amended, the “ Original Lock-Up Agreement ”); and (b) Robert Taylor and Alex Van De Walle, each shareholders of the Company (collectively, the “ New Lock-Up Shareholders ” and collectively with the Original Lock-Up Shareholders, the “ Shareholders ”) entered into a Lock-Up Agreement with the Company (the “ New Lock-Up Agreement ” and together with the Original Lock-Up Agreement, as amended, the “ Lock-Ups ”), whereby each Shareholder agreed that he, she or it will not, directly or indirectly Transfer of any of the shares that he, she or it owns (the “ Shares ”) until December 31, 2019, except that each Shareholder may Transfer not more than 25,000 of the Shares (as adjusted for any stock split, recapitalization or combination) in any ninety (90) day period, subject to certain exceptions described in the Lock-Up, which transfers are non-cumulative and don’t carry over from one period to the next.

 

Transfer ” means the offer for sale, sale, pledge, hypothecation, transfer, assignment or other disposition of (or to enter into any transaction or device that is designed to, or could be expected to, result in the sale, pledge, hypothecation, transfer, assignment or other disposition at any time) (including, without limitation, by operation of law), or the entry into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Shares, whether any such transaction is to be settled by delivery of Shares or other securities, in cash or otherwise.

 

The Shareholders collectively hold 3,050,000 of the Company’s 14,585,000 outstanding shares of common stock and 3,050,000 of the aggregate 3,585,000 shares of common stock which the Company registered for resale on its prior Form S-1 resale Registration Statement which has been declared effective by the Securities and Exchange Commission.

 

The description of the Amended Lock-Up Agreement and New Lock-Up Agreement above is not complete and is qualified in its entirety by the full text of the Amended Lock-Up Agreement and New Lock-Up Agreement, filed herewith as  Exhibits 10.3 and 10.4 , respectively, and incorporated by reference in this Item 8.01.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number Description
10.1 Lock-Up Agreement dated November 7, 2017, between Reliant Holdings, Inc. and the shareholders name therein (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 8, 2017, and incorporated herein by reference)(File No. 333-214274)
10.2* First Amendment to Lock-Up Agreement dated December 5, 2017 and effective November 7, 2017, between Reliant Holdings, Inc. and the shareholders name therein
10.3* Second Amendment to Lock-Up Agreement dated December 3, 2018 and effective November 7, 2017, between Reliant Holdings, Inc. and the shareholders name therein
10.4* Lock-Up Agreement dated December 3, 2018, between Reliant Holdings, Inc. and the shareholders name therein
   

 

* Filed herewith.  

 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  RELIANT HOLDINGS, INC.
   
Date: December 14, 2018 By:   /s/ Elijah May  
    Elijah May
    Chief Executive Officer

 

 

 
 

 

 
 

 

EXHIBIT INDEX

 

Exhibit Number Description
10.1 Lock-Up Agreement dated November 7, 2017, between Reliant Holdings, Inc. and the shareholders name therein (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 8, 2017, and incorporated herein by reference)(File No. 333-214274)
10.2* First Amendment to Lock-Up Agreement dated December 5, 2017 and effective November 7, 2017, between Reliant Holdings, Inc. and the shareholders name therein
10.3* Second Amendment to Lock-Up Agreement dated December 3, 2018 and effective November 7, 2017, between Reliant Holdings, Inc. and the shareholders name therein
10.4* Lock-Up Agreement dated December 3, 2018, between Reliant Holdings, Inc. and the shareholders name therein

 

* Filed herewith.

 

 

 

 

Reliant Holdings, Inc. 8-K

 

EXHIBIT 10.2

 

FIRST AMENDMENT TO LOCK-UP AGREEMENT

 

This First Amendment To Lock-Up Agreement, dated as of December 5, 2017 (this “ Agreement ”) and effective as of November 7, 2017 (the “ Effective Date ”), amends that certain Lock-Up Agreement (the “ Lock-Up ”) made and entered into as of November 7, 2017, by and among the individuals and entities who have signed a form of page 4 of this Agreement below (each a “ Signature Page ” and each party, a “ Shareholder ”, and collectively, the “ Shareholders ”) and Reliant Holdings, Inc., a Nevada corporation (the “ Company ”).

 

WHEREAS, the Company and the Shareholders desire to amend the Lock-Up on the terms and conditions set forth below.

 

NOW, THEREFORE , in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof, the parties hereto agree as follows:

 

1.                 

Amendment to Lock-Up .

 

(a)       

Effective as of the Effective Date, Section 1.1 of the Lock-Up is hereby amended and restated to provide as follows:

 

“1.1 

Until the first anniversary of the Effective Date (the “ Lock-Up Period ”), the Shareholder will not, directly or indirectly Transfer any of the Shares, except that the Shareholder may Transfer not more than 25,000 (as adjusted for any stock split, recapitalization or combination) of the Shares in any ninety (90) day period (the “ Lock-Up ”), which Transfers in any ninety (90) period shall be non-cumulative and shall not carry over from one ninety (90) day period to the next. “ Transfer ” means the offer for sale, sale, pledge, hypothecation, transfer, assignment or other disposition of (or to enter into any transaction or device that is designed to, or could be expected to, result in the sale, pledge, hypothecation, transfer, assignment or other disposition at any time) (including, without limitation, by operation of law), or the entry into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Shares, whether any such transaction is to be settled by delivery of Shares or other securities, in cash or otherwise.”

 

2.                 

Consideration . Each of the parties agrees and confirms by signing below that they have received valid consideration in connection with this Agreement and the transactions contemplated herein.

 

Mutual Representations, Covenants and Warranties . Each of the parties, for themselves and for the benefit of each of the other parties hereto, represents, covenants and warranties that (a) such party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby and this Agreement constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles;  (b) the execution and delivery by such party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party is bound or affected; and (c) any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

 

Page 1 of 4

First Amendment to Lock-Up Agreement

 

3.                 

Further Assurances . The parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement and the transactions contemplated herein.

 

4.                 

Effect of Agreement . Upon the effectiveness of this Agreement, each reference in the Lock-Up to “ Agreement, ” “ hereunder, ” “ hereof, ” “ herein ” or words of like import shall mean and be a reference to such Lock-Up as modified or amended hereby.

 

5.                 

Lock-Up to Continue in Full Force and Effect . Except as specifically modified or amended herein, the Lock-Up and the terms and conditions thereof shall remain in full force and effect.

 

6.                 

Entire Agreement . This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the parties, whether written, oral or otherwise.

 

7.                 

Construction . In this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders.

 

8.                 

Heirs, Successors and Assigns . Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

 

9.                 

Counterparts and Signatures . This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “ Electronic Delivery ”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

Page 2 of 4

First Amendment to Lock-Up Agreement

 

IN WITNESS WHEREOF , parties have caused this Agreement to be signed and delivered by their duly authorized representatives as of the date first set forth above to be effective as of the Effective Date.

 

THE COMPANY:
   
RELIANT HOLDINGS, INC.
   
   
By:  /s/ Elijah May
   
Its:   CEO
   
Printed Name:   Elijah May

[Signature page(s) of Shareholders follow.]

 

 

Page 3 of 4

First Amendment to Lock-Up Agreement

 

 

SHAREHOLDER:

 

 

By: /s/ Don Maler
   
Printed Name:  Don Maler
   
If Entity:  

   
Position of Signatory with Entity:   
   
Entity Name:   
   
Shares Beneficially Owned:   

 

 

 

 

Page 4 of 4

First Amendment to Lock-Up Agreement

 

 

By: /s/ Joel Hefner
   
Printed Name:  Joel Hefner
   
If Entity:  

   
Position of Signatory with Entity:   
   
Entity Name:   
   
Shares Beneficially Owned:   

 

 

Page 4 of 4

First Amendment to Lock-up Agreement

 
 

 

By: /s/ Julie Hale
   
Printed Name:  Julie Hale
   
If Entity:  

   
Position of Signatory with Entity:   
   
Entity Name:   
   
Shares Beneficially Owned:   

 

 

 

Page 4 of 4

First Amendment to Lock-up Agreement

 
 

By: /s/ Marsha Hash
   
Printed Name:  Marsha Hash
   
If Entity:  

   
Position of Signatory with Entity:   
   
Entity Name:   
   
Shares Beneficially Owned:   

 

 

 

Page 4 of 4

First Amendment to Lock-up Agreement

 
 

By: /s/ Edward M. Liceaga
   
Printed Name:  Edward M. Liceaga
   
If Entity:  

   
Position of Signatory with Entity:  President
   
Entity Name:  River North Equity, LLC
   
Shares Beneficially Owned:  500,000

 

 

 

 

 

Page 4 of 4

First Amendment to Lock-up Agreement

 
 

Reliant Holdings, Inc. 8-K

 

EXHIBIT 10.3

 

SECOND AMENDMENT TO LOCK-UP AGREEMENT

 

This Second Amendment To Lock-Up Agreement, dated as of December 3, 2018 (this “ Agreement ”) and effective as of November 7, 2017 (the “ Effective Date ”), amends that certain Lock-Up Agreement made and entered into as of November 7, 2017 and amended by that certain First Amendment to Lock-Up Agreement dated December 5, 2017 (as amended to date, the “ Lock-Up ”), by and among the individuals and entities who have signed a form of page 4 of this Agreement below (each a “ Signature Page ” and each party, a “ Shareholder ”, and collectively, the “ Shareholders ”) and Reliant Holdings, Inc., a Nevada corporation (the “ Company ”).

 

WHEREAS, the Company and the Shareholders desire to amend the Lock-Up on the terms and conditions set forth below.

 

NOW, THEREFORE , in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof, the parties hereto agree as follows:

 

1.                  

Amendment to Lock-Up .

 

(a)       

Effective as of the Effective Date, Section 1.1 of the Lock-Up is hereby amended and restated to provide as follows:

 

“1.1 

Until December 31, 2019 (the “ Lock-Up Period ”), the Shareholder will not, directly or indirectly Transfer any of the Shares, except that the Shareholder may Transfer not more than 25,000 (as adjusted for any stock split, recapitalization or combination) of the Shares in any ninety (90) day period (the “ Lock-Up ”), which Transfers in any ninety (90) period shall be non-cumulative and shall not carry over from one ninety (90) day period to the next. “ Transfer ” means the offer for sale, sale, pledge, hypothecation, transfer, assignment or other disposition of (or to enter into any transaction or device that is designed to, or could be expected to, result in the sale, pledge, hypothecation, transfer, assignment or other disposition at any time) (including, without limitation, by operation of law), or the entry into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Shares, whether any such transaction is to be settled by delivery of Shares or other securities, in cash or otherwise.”

 

2.                  

Consideration . Each of the parties agrees and confirms by signing below that they have received valid consideration in connection with this Agreement and the transactions contemplated herein.

 

3.                  

Mutual Representations, Covenants and Warranties . Each of the parties, for themselves and for the benefit of each of the other parties hereto, represents, covenants and warranties that (a) such party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby and this Agreement constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles;  (b) the execution and delivery by such party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party is bound or affected; and (c) any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

 

Page 1 of 4

Second Amendment to Lock-Up Agreement

 

 

4.                  

Further Assurances . The parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement and the transactions contemplated herein.

 

5.                  

Effect of Agreement . Upon the effectiveness of this Agreement, each reference in the Lock-Up to “ Agreement, ” “ hereunder, ” “ hereof, ” “ herein ” or words of like import shall mean and be a reference to such Lock-Up as modified or amended hereby.

 

6.                  

Lock-Up to Continue in Full Force and Effect . Except as specifically modified or amended herein, the Lock-Up and the terms and conditions thereof shall remain in full force and effect.

 

7.                  

Entire Agreement . This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the parties, whether written, oral or otherwise.

 

8.                  

Construction . In this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders.

 

9.                  

Heirs, Successors and Assigns . Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

 

10.              

Counterparts and Signatures . This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “ Electronic Delivery ”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

 

Page 2 of 4

Second Amendment to Lock-Up Agreement

 

 

IN WITNESS WHEREOF , parties have caused this Agreement to be signed and delivered by their duly authorized representatives as of the date first set forth above to be effective as of the Effective Date.

 

 

THE COMPANY:
   
RELIANT HOLDINGS, INC.
   
   
By:  /s/ Elijah May
   
Its:   CEO
   
Printed Name:   Elijah May

[Signature page(s) of Shareholders follow.]

 

 

Page 3 of 4

Second Amendment to Lock-Up Agreement

 

 

SHAREHOLDER:

 

 

By: /s/ Don Maler
   
Printed Name:  Don Maler
   
If Entity:  

   
Position of Signatory with Entity:   
   
Entity Name:   
   
Shares Beneficially Owned:  700,000

 

 

 

 

Page 4 of 4

Second Amendment to Lock-Up Agreement

 

 

 

By: /s/ Joel Hefner
   
Printed Name:  Joel Hefner
   
If Entity:  

   
Position of Signatory with Entity:   
   
Entity Name:   
   
Shares Beneficially Owned:  450,000

 

  Page 4 of 4
Second Amendment to Lock-up Agreement
 
 

 

By: /s/ Julie Hale
   
Printed Name:  Julie Hale
   
If Entity:  

   
Position of Signatory with Entity:   
   
Entity Name:   
   
Shares Beneficially Owned:  500,000

 

  Page 4 of 4
Second Amendment to Lock-up Agreement
 
 

 

By: /s/ Marsha Hash
   
Printed Name:  Marsha Hash
   
If Entity:  

   
Position of Signatory with Entity:   
   
Entity Name:   
   
Shares Beneficially Owned:  500,000

 

  Page 4 of 4
Second Amendment to Lock-up Agreement
 
 

 

By: /s/ Edward M. Liceaga
   
Printed Name:  Edward M. Liceaga
   
If Entity:  

   
Position of Signatory with Entity:  President
   
Entity Name:  River North Equity, LLC
   
Shares Beneficially Owned:  500,000

 

 

 

  Page 4 of 4
Second Amendment to Lock-up Agreement
 

 

Reliant Holdings, Inc. 8-K

 

EXHIBIT 10.4

 

LOCK-UP AGREEMENT

 

THIS LOCK-UP AGREEMENT (this “ Agreement ”), made as of this ___ day of December 2018 (the “ Effective Date ”), by and among the individuals who have signed a form of page 6 of this Agreement below (each a “ Signature Page ” and signatory a “ Shareholder ” and collectively, the “ Shareholders ”) and Reliant Holdings, Inc., a Nevada corporation (the “ Company ”).

 

W I T N E S S E TH:

 

WHEREAS , the Shareholders hold that number of shares of the Company’s common stock as are set forth next to their signature on the Signature Page (the “ Shares ”), which Shares shall be subject to the terms of this Agreement as provided below; and

 

WHEREAS , the parties hereto desire to enter into this Agreement upon the terms and conditions contained hereinafter to set forth conditions pursuant to which the Shareholder may transfer and sell the Shares.

 

NOW, THEREFORE , in consideration of the mutual premises set forth herein, $10 and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Shareholder, the parties hereto hereby agree as follows.

 

1.                 

Lock-Up . Each Shareholder hereby agrees that:

 

1.1.           

Until December 31, 2019 (the “ Lock-Up Period ”), the Shareholder will not, directly or indirectly Transfer any of the Shares, except that the Shareholder may Transfer not more than 25,000 (as adjusted for any stock split, recapitalization or combination) of the Shares in any ninety (90) day period (the “ Lock-Up ”), which Transfers in any ninety (90) period shall be non-cumulative and shall not carry over from one ninety (90) day period to the next. “ Transfer ” means the offer for sale, sale, pledge, hypothecation, transfer, assignment or other disposition of (or to enter into any transaction or device that is designed to, or could be expected to, result in the sale, pledge, hypothecation, transfer, assignment or other disposition at any time) (including, without limitation, by operation of law), or the entry into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Shares, whether any such transaction is to be settled by delivery of Shares or other securities, in cash or otherwise.

 

1.2.           

Notwithstanding the above Section 1.1 , a Transfer of Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this Agreement, “ family member ” means any relationship by blood, marriage or adoption, not more remote than first cousin); or transfers of Shares to a charity or educational institution; provided that in the case of any transfer pursuant to the foregoing clauses any such transfer shall not involve a disposition for value and each transferee shall sign and deliver to the Company a form of this Agreement.

 

 

Lock-up Agreement

Shareholders of Reliant Holdings, Inc.

December 2018

Page 1 of 7

 

 

2.                 

Representations and Warranties of Each Shareholder . Each Shareholder represents, warrants and agrees to the following representations, acknowledgements and agrees that the Company and its assigns shall be able to rely on such representations for all purposes:

 

2.1.           

The Shareholder agrees that the Shares and any certificate evidencing such Shares may, at the request of the Company, be stamped or otherwise imprinted with a conspicuous legend in substantially the following form:

 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THAT CERTAIN LOCK-UP AGREEMENT BETWEEN THE HOLDER AND THE COMPANY, DATED AS OF DECEMBER [ ], 2018. A COPY OF THE LOCK-UP AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY.

 

3.                 

Right to Reject Dispositions . In furtherance of the foregoing, the Company and its transfer agent are hereby authorized (i) to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Agreement and (ii) to imprint on any certificate representing Shares beneficially owned by a Shareholder a legend describing the restrictions contained herein.

 

4.                 

Power and Authority . Each party hereto respectively represents and warrants that such party has full power and authority to enter into this Agreement and that, upon request of the Company, each Shareholder will execute any additional documents necessary in connection with the enforcement hereof.

 

5.                 

No Assignment; Binding Nature . No party may assign this Agreement in whole or in part, without the written consent of the other parties. This Agreement shall be binding upon the parties and their respective successors and permitted assigns.

 

6.                 

Miscellaneous .

 

6.1.           

Severability of Invalid Provision . If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Lock-up Agreement

Shareholders of Reliant Holdings, Inc.

December 2018

Page 2 of 7

 

 

6.2.           

Entire Agreement of the Parties . The Agreement constitutes the entire agreement of the parties regarding the matters contemplated herein, or related thereto, and supersedes all prior and contemporaneous agreements, and understandings of the parties in connection therewith. No covenant, representations, or conditions, which are not expressed in the Agreement shall affect, or be effective to interpret, change, or restrict, the express provisions of this Agreement.

 

6.3.           

Further Assurances . All parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement.

 

6.4.           

Specific Performance . The parties agree that the covenants and obligations contained in this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms hereof or thereof would cause irreparable injury in an amount which would be impossible to estimate or determine and for which any remedy at law would be inadequate. As such, the parties agree that if either party fails or refuses to fulfill any of its obligations under this Agreement, then the other party shall have the remedy of specific performance, which remedy shall be cumulative and nonexclusive and shall be in addition to any other rights and remedies otherwise available under any other contract or at law or in equity and to which such party might be entitled. The Shareholder therefore agrees that, in the event of any such breach or threatened breach of this Agreement or the terms and conditions hereof by the Shareholder, the Company shall be entitled, in addition to all other available remedies, to an injunction restraining any breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

 

6.5.           

Jurisdiction . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED ACCORDING TO, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS PROVISIONS THEREOF AND SHALL BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. Any judicial proceeding brought by or any party regarding any dispute arising out of this Agreement or any matter related hereto may be brought in the courts of the State Texas, or in the United States District Court for the Western District of Texas and, by execution and delivery of this Agreement, each party hereby submits to the jurisdiction of such courts. EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN CONNECTION WITH ANY MATTER CONTESTED UNDER, OR ARISING OUT OF, THIS AGREEMENT.

Lock-up Agreement

Shareholders of Reliant Holdings, Inc.

December 2018

Page 3 of 7

 

 

6.6.           

Construction . When used in this Agreement, unless a contrary intention appears: (i) a term has the meaning assigned to it; (ii) “ or ” is not exclusive; (iii) “ including ” means including without limitation; (iv) words in the singular include the plural and words in the plural include the singular, and words importing the masculine gender include the feminine and neuter genders; (v) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vi) the words “ hereof ”, “ herein ” and “ hereunder ” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision hereof; (vii) references contained herein to Article, Section, Schedule and Exhibit, as applicable, are references to Articles, Sections, Schedules and Exhibits in this Agreement unless otherwise specified; (viii) references to “ writing ” include printing, typing, lithography and other means of reproducing words in a visible form, including, but not limited to email; (ix) references to “ dollars ”, “ Dollars ” or “ $ ” in this Agreement shall mean United States dollars; (x) reference to a particular statute, regulation or law means such statute, regulation or law as amended or otherwise modified from time to time; (xi) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (xii) unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “ from ” means “ from and including ” and the words “ to ” and “ until ” each mean “ to but excluding ”; (xiii) references to “ days ” shall mean calendar days; and (xiv) the paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement.

 

Lock-up Agreement

Shareholders of Reliant Holdings, Inc.

December 2018

Page 4 of 7

 

6.7.           

Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures . This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (email) or downloaded from a website or data room (any such delivery, an “ Electronic Delivery ”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party, each other party shall re execute the original form of this Agreement and deliver such form to all other parties. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

 

 

 

[Remainder of page left intentionally blank. Signature pages follow.]

 

 

Lock-up Agreement

Shareholders of Reliant Holdings, Inc.

December 2018

Page 5 of 7

 

IN WITNESS WHEREOF , parties have caused this Agreement to be signed and delivered by their duly authorized representatives as of the date first set forth above.

 

 

THE COMPANY:
   
RELIANT HOLDINGS, INC.
   
   
By:  /s/ Elijah May
   
Its:   CEO
   
Printed Name:   Elijah May

[Signature page(s) of Shareholders follow.]

 

 

Lock-up Agreement

Shareholders of Reliant Holdings, Inc.

December 2018

Page 6 of 7

 

 

SHAREHOLDER:

 

 

By: /s/ Robert Taylor
   
Printed Name:  Robert Taylor
   
If Entity:  

   
Position of Signatory with Entity:   
   
Entity Name:   
   
Shares Beneficially Owned:  200,000

 

 

 

 

Lock-up Agreement

Shareholders of Reliant Holdings, Inc.

December 2018

Page 7 of 7

 

 

 

By: /s/ Alex Van De Walle
   
Printed Name:  Alex Van De Walle
   
If Entity:  

   
Position of Signatory with Entity:   
   
Entity Name:   
   
Shares Beneficially Owned:  200,000

 

 

 

Lock-up Agreement

Shareholders of Reliant Holdings, Inc.

December 2018

Page 7 of 7