LOCK-UP
AGREEMENT


 


(Holder:
___________________)


 


Dated
as of [__________], 2019


 


This
Lock-Up Agreement (this “Agreement”) is dated as of the date first set forth above (the “Effective Date”),
and is entered into by and between Reliability Incorporated, a Texas corporation (the “Company”) and [_____________________]
(the “Holder”).


 


WHEREAS,
as of the Effective Date, the Holder previously held, or has acquired, certain shares of common stock, no par value per share
of the Company pursuant to the Merger Agreement, dated as of September 18, 2019, by and among the Company, R-M Merger Sub, a Virginia
corporation and a wholly owned subsidiary of the Company, The Maslow Media Group, Inc., a Virginia corporation, Jeffrey Eberwein,
Naveen Doki and Silvija Valleru (the “Merger Agreement”), with such shares of common stock acquired or previously
held by the Holder being referred to herein as the “Shares” and listed within Attachment A herein; and


 


WHEREAS,
the execution and delivery of this Agreement by the Holder are required as a condition to the closing of the transactions contemplated
in the Merger Agreement and the Holder agrees that it shall benefit from the successful completion of the transactions contemplated
in the Merger Agreement;


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:


 


		1.	Representations
                                         and Warranties. The Holder hereby represents and warrants that the Holder has full
                                         power and authority to enter into this Agreement. This Agreement and the terms, covenants,
                                         provisions and conditions hereof shall be binding upon, and shall inure to the benefit
                                         of, the respective heirs, successors and assigns of the parties hereto.
	 	 	 
		2.	Lock-Up.
                                         For a period from the Effective Date until the twelve month anniversary of the Effective
                                         Date (the “Lock-Up Period”), Holder will not, directly or indirectly:



 


		(a)	offer
                                         for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device
                                         that is designed to, or could be expected to, result in the disposition by any person
                                         at any time in the future of) any of the Shares;
	 	 	 
		(b)	enter
                                         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 Shares, whether any such
                                         transaction is to be settled by delivery of Shares or other securities, in cash or otherwise;
                                         or
	 	 	 
		(c)	publicly
                                         disclose the intention to do any of the foregoing.



 




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		3.	Exclusions.
                                         The provisions of Section 2 shall not apply to: (i) transfers of Shares as a bona fide
                                         gift; (ii) transfers of Shares to any trust, partnership, limited liability company or
                                         other entity for the direct or indirect benefit of the Holder or the immediate family
                                         of the Holder; (iii) transfers of Shares to any beneficiary of the Holder pursuant to
                                         a will, trust instrument or other testamentary document or applicable laws of descent;
                                         (iv) transfers of Shares to the Company by way of repurchase or redemption; (v) transfers
                                         of Shares to any Affiliate (as defined in the Merger Agreement) of the Holder; or (vi)
                                         transfers of Shares by the Holder pursuant to an underwritten secondary offering provided
                                         that, in the case of any transfer or distribution pursuant to clause (i), (ii), (iii),
                                         or (v) or (vi) above, each donee, distributee or transferee shall sign and deliver to
                                         the Company, prior to such transfer, a lock-up agreement substantially in the form of
                                         this Agreement. For purposes of this Agreement, “immediate family” shall
                                         mean any relationship by blood, marriage, domestic partnership or adoption, not more
                                         remote than first cousin. The Lock Up Period of the Original Holder will be transferred
                                         to any transfer permitted under Section 3.
	 	 	 
		4.	Right
                                         to Decline Transfer.



 


		(a)	The
                                         Company and its transfer agent on its behalf are hereby authorized (a) subject to the
                                         provisions of Section 4(b), to decline to register any transfer of securities if such
                                         transfer would constitute a violation or breach of this Agreement and (b) to imprint
                                         on any certificate representing Shares a legend describing the restrictions contained
                                         herein or customarily notate within the transfer agent records if shares are held in
                                         book entry form, substantially in the form as follows: “THE SHARES REPRESENTED
                                         HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF,
                                         EXCEPT IN COMPLIANCE WITH THE TERMS OF A LOCK-UP AGREEMENT BETWEEN THE COMPANY AND THE
                                         REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE SECRETARY
                                         OF THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER
                                         HEREOF WITHOUT CHARGE.” Subject to the provisions of Section 4(b), the Holder hereby
                                         authorizes the Company and its transfer agent, during the Lock-Up Period, to place stop-transfer
                                         restrictions on the stock register and other records relating to the Shares.
	 	 	 
		(b)	Notwithstanding
                                         Section 4(a), the Company will not decline to register any transfer of securities which
                                         otherwise complies with the provisions of this Agreement with respect to any transfer
                                         by Holder from one account to another brokerage account beneficially owned by the Holder.
                                         In the event that the Holder requests a transfer of the shares to a brokerage account
                                         the Company will provide and execute such documents as customarily requested by transfer
                                         agent and reasonably requested by broker to permit such transfer. After the expiration
                                         of the Lock-Up Period the Company will provide and execute such documents as customarily
                                         requested by transfer agent and customarily requested by the broker to permit the removal
                                         of the legend.



 


		5.	Notices.
                                         All notices, consents, approvals, requests and other communications hereunder shall be
                                         in writing and shall be deemed given when delivered personally, one (1) day after being
                                         delivered to an overnight courier or when sent by email with return receipt requested
                                         and received (with a confirmatory copy sent by overnight courier) to the parties at the
                                         addresses and email addresses set forth below (or at such other address or email address
                                         for a party as shall be specified by like notice):



 




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If
to the Company:


 


Reliability
Incorporated


Attn:
Suresh Venkat D.


22
Baltimore Road


Rockville,
MD 20850


Email:
Suresh@VIVOSCORP.com


 


With
a copy, which shall not constitute notice, to:


 


Anthony
L.G., PLLC


Attn:
Laura Anthony and John Cacomanolis


625
N. Flagler Drive, Suite 600


West
Palm Beach, FL 33401


	 	Emails:	lanthony@anthonypllc.com
	 	 	jcacomanolis@anthonypllc.com









 


If
to Holder, to the address as set forth on the signature page hereof.


 


		6.	Severability.
                                         If any provision of this Agreement is held to be invalid or unenforceable for any reason,
                                         such provision will be conformed to prevailing law rather than voided, if possible, in
                                         order to achieve the intent of the parties and, in any event, the remaining provisions
                                         of this Agreement shall remain in full force and effect and shall be binding upon the
                                         parties hereto.
	 	 	 
		7.	Amendment.
                                         This Agreement may be amended or modified by written agreement executed by the Holder
                                         and the Company.
	 	 	 
		8.	Further
                                         Assurances. Each party shall do and perform, or cause to be done and performed, all
                                         such further acts and things, and shall execute and deliver all such other agreements,
                                         certificates, instruments and documents, as any other party may reasonably request in
                                         order to carry out the intent and accomplish the purposes of this Agreement and the consummation
                                         of the transactions contemplated hereby.
	 	 	 
		9.	Governing
                                         Law. The terms and provisions of this Agreement shall be construed in accordance
                                         with the laws of the State of Texas, without application of the conflict of laws provisions
                                         thereof.
	 	 	 
		10.	Counterparts.
                                         This Agreement may be executed in facsimile and in any number of counterparts, each of
                                         which when so executed and delivered shall be deemed an original, but all of which shall
                                         together constitute one and the same agreement.



 


[Signatures
appear on following page]


 




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IN
WITNESS WHEREOF, the Holder and the Company have caused this Agreement to be duly executed as of the Effective Date.


 


	 	Reliability
    Incorporated
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	Holder:	
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	 	 
	 	Address
    for notices:
	 		            
	 	
	 	
	 	
	 	 
	 	 	 
	 	Email:	


 




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ATTACHMENT
A


 


	Holder
    Name:	 
	 	 
	Number
    of Shares subject to Agreement: 	 


 




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