ARC Group Worldwide 10-K



 


Exhibit 10.21


 


Lock up Agreement




September 3, 2013






ARC Group Worldwide, Inc.


810 Flightline Blvd.


Deland, Florida 32724


Facsimile: 386-736-6063


Attention: Norma Caceres


ncaceres@flomet.com


 


Re: Lock up Agreement


 


Ladies and Gentlemen:


 


The undersigned, Jason T. Young (the
“Holder”) and ARC Group Worldwide, Inc. (the “Company”) hereby agree to the terms and conditions
of this Lockup Agreement as of the date set forth above (this “Agreement”). The Holder will comply with the following
restrictions related to that certain equity grant of 145,456 shares of the Company’s Common Stock, par value $.0005 per share
(referred to herein as the “Common Stock”) to the Holder, authorized by the Company’s Board of Directors
on August 19, 2013 (such grant of the Common Stock is referred to herein as the “Stock Grant”). 


 


The Holder will not, during the period
commencing on the date hereof and ending on the later to occur of 12:00 pm Eastern Standard Time on November 25, 2013 or the next
annual meeting of the Company’s shareholders (the “Lock up Period”), directly or indirectly: (1) offer,
assign, publicly 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, lend, or otherwise transfer or dispose of the Common
Stock; (2) enter into any swap or other agreement or arrangement that transfers, in whole or in part, any of the economic consequences
of ownership of the Common Stock (whether any such transaction described in clause (1) or (2) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise); (3) vote the shares of Common Stock; or (4) receive any payment
of dividends from the ownership of the Common Stock.


 


The Company hereby agrees to take all
commercially reasonable actions to submit to a vote of the shareholders of the Company the ratification of the Stock Grant at the
next annual meeting of the Company’s shareholders. In reliance upon the support letter received from Brean Murray Carret
Group, Inc., the owner of a majority of the Company’s issued and outstanding Common Stock, attached hereto as Exhibit
A (the “Support Letter”), the Company fully anticipates obtaining formal ratification of the Stock Grant
responsive to the Support Letter, provided, however and nonetheless, the Holder will not vote or participate in any deliberations
pertaining to the solicitation of Company shareholders or voting of Company shares of Common Stock related to the submission of
ratification of the Stock Grant.




    	 



    	 



    

 





ARC Group
Worldwide, Inc. – Lock up Agreement




 





 


Upon completion of the formalities related
to the ratification of the Stock Grant by a majority of the issued and outstanding shares of Company Common Stock, the restrictions
to the Stock Grant set forth herein shall be fully released.


 


Any and all certificates representing
the Common Stock shall bear a legend reflecting the restrictions, limitations and matters set forth herein. Such certificates of
Common Stock subject to the Stock Grant shall be held in escrow by counsel to the Company until the completion of formal ratification
and final disposition of the Common Stock as provided hereunder.


 


The Holder hereby represents and warrants
that the Holder has full power and authority to enter into this Agreement. The Holder further understands that this Agreement is
irrevocable and shall be binding upon the Holder’s successors and assigns. This Agreement shall automatically terminate at
the end of the Lock up Period.


 


This 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.
This Agreement constitutes the entire agreement, and supersedes all prior agreements, of the parties hereto relating to the subject
matter hereof, and there are no written or oral terms or representations made by either party other than those contained herein.
There are no third-party beneficiaries of this Agreement except counsel to the Company in respect of its escrow capacity of the
certificate representing the Stock Grant. This Agreement cannot be modified, altered or amended except by a writing signed by the
Company and the Holder to which such modification, alteration or amendment applies. No waiver by any party of any provision or
condition of this Agreement at any time shall be deemed a waiver of such provision or condition at any prior or subsequent time
or of any other provision or condition at the same or any prior or subsequent time. If any provision contained in this Agreement
is invalid, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum
time and territory and to such other extent as such court may determine or indicate to be reasonable. This Agreement may be executed
in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the
same instrument, and may be delivered via facsimile, “pdf” or any other mode of electronic delivery which shall be
an original for all purposes.


 


Any notice required or permitted under
this Agreement shall be deemed to have been effectively made or given if in writing and personally delivered, or sent properly
addressed in a sealed envelope postage prepaid by certified or registered mail, or delivered by a reputable overnight delivery
service, with copy via facsimile or e-mail. Unless otherwise changed by notice given in accordance with one of the foregoing methods
of delivery, notice shall be properly addressed to the respective address of each party set forth on the signature page hereto.


 


[Signature Page Follows]


 




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ARC Group
Worldwide, Inc. – Lock up Agreement




 


 








	Very truly yours,



	 
	 	 
	
        /s/ Jason
        T. Young
	 
	Name: Jason T. Young


Address for Notices:


c/o Quadrant Management, Inc.


40 West 57th Street, 20th Fl.


New York, NY 10019


Facsimile: 212-231-3939


	 
	 	 




 


  Acknowledged and Agreed: 


 


ARC Group Worldwide, Inc.


 





	 	 	 
	By:	/s/ Norma
        Caceres
	 
	
    	Name:
Norma Caceres	 
		Title:
    Chief Financial Officer	 
	 	Address
    for Notices:	 
	 	ARC
    Group Worldwide, Inc.	 
	 	810
    Flightline Blvd.	 
	 	Deland,
    Florida 32724	 
	 	Facsimile:	 
	 	Attention:
    Norma Caceres