Exhibit 10.16 


LOCK-UP AGREEMENT


 


This LOCK-UP AGREEMENT
(this “Agreement”), dated as of February 21, 2014, is made by and between NCM Financial, Inc., a corporation
organized under the laws of Texas (the “Company”), and Michael A. Noel, Martha S. Noel, Ronald L. Noel,
Scott M. Noel, and Llew Watkins (collectively the “Holder”). The Company and the Holder are referred to herein
individually as a “Party” and collectively as the “Parties.”


 


RECITALS:


 


WHEREAS, the Holder owns
certain shares of the Company;


 


WHEREAS, it is intended
that the shares of common stock of the Company covered by this Agreement shall include the restricted common stock currently owned
by the Holder from during the term of this Agreement (the “Shares”);


 


WHEREAS, the Company is
offering (the “Offering”) to sell to certain investors (the “Investors”), upon the terms
and conditions set forth in that certain S-1 Filing, dated as of January 2, 2014;


 


WHEREAS, as a condition
of the Offering the Holder understands that potential investors have indicated to be required, and the Company has agreed to obtain
on behalf of the investors, an agreement from the Holder to refrain from disposing any of the Holder’s Shares for a period
of one-hundred eighty (180) days from the date the Offering becomes effective with the SEC (as may be extended hereunder, the “Restricted
Period”); and


 


WHEREAS, capitalized terms
used and not otherwise defined herein shall have the respective meanings set forth in the Offering.


 


NOW, THEREFORE, in consideration
of the foregoing premises, and the covenants, representations and warranties set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged and accepted, the Parties, intending to be legally bound,
hereby agree as follows:


 


Section 1. Restricted
Actions.


 


1.1The Holder agrees
that, during the Restricted Period, the Holder will not (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, any of
the Holder’s Shares, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Securities and Exchange Commission promulgated
thereunder with respect to any of the Holder’s Shares, or (b) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of any of the Holder’s Shares, whether any such
transaction is to be settled by delivery of such securities, in




    	 



    	 



    

 


case or otherwise (the “Restricted
Actions”). The Restricted Actions are expressly agreed to preclude the Holder and any of its Affiliates and any Person
in privity with the Holder from engaging in any hedging or other transaction which is designed to or which reasonably could be
expected to lead to or result in a sale or disposition of the Holder’s Shares even if the Holder’s Shares would be
disposed of by someone other than the Holder, including any short sale or any purchase, sale or grant of any right (including,
without limitation, any put or call option) with respect to any of the Holder’s Shares or with respect to any security that
includes, relates to, or derives any significant part of its value from the Holder’s Shares. This Section 1 shall
not apply to the exercise of options or warrants or the conversion of a security outstanding as of the date hereof; provided, however,
that the Holder agrees that this Section 1 shall apply to any securities issued by the Company to the Holder upon such an
exercise or conversion. The restrictions on transfer described in this Agreement are in addition to and cumulative with any other
restrictions on transfer otherwise agreed to by the Holder or to which the Holder is subject to by applicable Law. For purposes
of this Agreement, “Holder’s Shares” means: (x) all shares of Common Stock owned directly or indirectly
by the Holder (including holding as a custodian) or with respect to which the Holder has beneficial ownership within the rules
and regulations of the SEC and (y) all options or warrants to purchase shares of Common Stock or other securities convertible into
or exercisable or exchangeable for shares of Common Stock owned directly or indirectly by the Holder (including holding as a custodian)
or with respect to which the Holder has beneficial ownership within the rules and regulations of the SEC.


 


1.2Leak-out Period.
(a) Subsequent to the Restricted Period, the Holder, regardless of whether the Holder is then an “affiliate” of the
Company, shall only publicly sell shares of the Holder’s Shares pursuant to and in full compliance with the provisions of
subparagraphs c(i) of Rule 144 regarding “current public information” and (e)(1)(i) of Rule 144, regarding limiting
the sales volume during each three month period thereafter to 1% of the total outstanding shares of the Company, for the next twelve
(12) months (the “Leak-Out Period”) following the Lock-Up Period.


 


1.2(b) An appropriate
legend describing this Agreement shall be imprinted on each stock certificate representing Shares covered hereby, and the transfer
records of the Company’s transfer agent shall reflect such appropriate restrictions.


 


1.2 (c) The Holder agrees
that they will not engage in any short selling of the Shares of the Company during the Leak-Out Period.


 


1.2(d)Any transferee
of any of the shares of Shares of the Holder that is covered by this Agreement in a private sale shall be subject to (i) the receipt
by the Company of a legal opinion from legal counsel satisfactory to the Company to the effect that the private sale complies with
the so-called Section 4(1-1/2) exemption from the provisions of the Securities Act of 1933, as amended (the “Securities
Act”), the same resale conditions of this Agreement respecting the resale of any Shares acquired from the Holder, and
for all such purposes, any such transferee shall be a “Holder” as defined herein; and provided further, all private
sales made during the Lock-Up Period or the Leak-Out Period shall be first deducted from the Shares which the Holder can sell during
the Leak-Out Period and be accounted for as part of the Shares that the Holder can sell under subparagraph (e) of Rule 144.




    	 



    	 



    

 


 


Section 2. Dispositions
Not Deemed Restricted Actions. Notwithstanding Section 1 hereof, the Holder may, at any time and from time to time during
the Restricted Period, transfer the Holder’s Shares (a) as bona fide gifts or transfers by will or intestacy, (b) to any
trust for the direct or indirect benefit of the Holder or the Immediate Family of the Holder, provided that any such transfer shall
not involve a disposition for value, or (c) to a partnership which is the general partner of a partnership of which the Holder
is a general partner, provided, that, in the case of any gift or transfer described in clauses (a), (b) or (c), each donee or transferee
agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply
to the Holder. For purposes of this Agreement, “Immediate Family” shall mean spouse, domestic partner, lineal
descendant (including adopted children), father, mother, brother or sister of the transferor, as well as any non-profit organization
or charitable organization.


 


Section 3. Extension
of Restricted Period. If the Company issues an earnings release or material news or a material event relating to the Company
occurs during the last seventeen (17) days of the Restricted Period, or (ii) prior to the expiration of the Restricted Period,
the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the
Restricted Period, the Restricted Period shall be extended until the expiration of the eighteen (18)-day period beginning on the
issuance of the earnings release or the occurrence of the material news or material event.


 


Section 4. Ownership.
The Holder now has, and, except as contemplated by clauses (a), (b) and (c) of Section 2, for the duration of the Restricted
Period will have, good and marketable title to the Holder’s Shares, free and clear of all liens, encumbrances, and claims
whatsoever. During the Restricted Period, the Holder shall retain all rights of ownership in the Holder’s Shares, including,
without limitation, voting rights and the right to receive any dividends that may be declared in respect thereof, except as otherwise
provided in the Transaction Documents whereby any benefits, rights, title or otherwise shall inure to the Investors.


 


Section 5. Company and
Transfer Agent. The Company is hereby authorized and required to disclose the existence of this Agreement to its transfer agent.
The Company and its transfer agent are hereby authorized and required to decline to make any transfer of the Holder’s Shares
if such transfer would constitute a violation or breach of this Agreement and/or the Subscription Agreement. The Holder also agrees
and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of
the Holder’s Shares except in compliance with this Agreement.


 


Section 6. Miscellaneous.


 


6.1 Notices. All notices,
demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of
the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed
to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the Business Day of such delivery
(as evidenced by the receipt of the




    	 



    	 



    

 


personal delivery service),
(ii) if mailed certified or registered mail return receipt requested, two (2) Business Days after being mailed, (iii) if delivered
by overnight courier (with all charges having been prepaid), on the Business Day of such delivery (as evidenced by the receipt
of the overnight courier service of recognized standing), or (iv) if delivered by facsimile transmission or other electronic means,
including email, on the Business Day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after
that time, on the next succeeding Business Day. If any notice, demand, consent, request, instruction or other communication cannot
be delivered because of a changed address of which no notice was given (in accordance with this Section 6(a)), or the refusal
to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second
business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests,
instructions and other communications will be sent to the following addresses or facsimile numbers as applicable:


 


	If to the Company, to:	 	
        NCM Financial, Inc.

        Rosewood Court 2101 Cedar Springs Road,

        Suite 1050

        Dallas, TX 75201

        Attention: Michael A. Noel, President

        Telephone No.: 800-686-3259

	
         

         
	 	
        Email: mnoel@ncmfinancial.com

         

	With copies to:	 	
        Scott M. Noel

        McCathern, PLLC

        300 Convent Street, Ste. 910

        San Antonio, TX 78205

        Telephone No.: 210-853-2681

        Facsimile No.: 210-200-8387

        Email: snoel@mccathernlaw.com

         

	 	 	 
	If to the Holder:	 	The address set forth on the signature page hereto.
	 	 	 


6.2 Rights of Investors.
The Company and the Holder acknowledge that this Agreement is being entered into for the benefit of the Investors and may be enforced
by the Investors.


 


6.3 Waiver. The rights
and remedies of the Parties are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any
right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such
right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. The Company may not
waive any right, power, or privilege hereunder without the prior written consent of the Investors.




    	 



    	 



    

 


6.4 Entire Agreement and
Modification. This Agreement supersedes all prior agreements between the Parties with respect to its subject matter and constitutes
(along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between
the Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the
Investors and the Party against whom the enforcement of such amendment is sought.


 


6.5 Assignments, Successors,
and No Third-Party Rights. No Party may assign any of its rights under this Agreement without the prior consent of the other
Parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit
of and be enforceable by the respective successors and permitted assigns of the Parties. Except as set forth in this Section
6, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties any legal
or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.


 


6.6 Further Assurances.
The Parties agree (i) to furnish upon request to each other such further information, (ii) to execute and deliver to each other
such other documents, and (iii) to do such other acts and things, all as the other Parties may reasonably request for the purpose
of carrying out the intent of this Agreement and the documents referred to in this Agreement.


6.7 Severability.
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.


 


6.8 Section Headings.
The headings of Articles and Sections in this Agreement are provided for convenience only and will not affect its construction
or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections
of this Agreement, unless the context indicates otherwise.


 


6.9 Construction.
The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or
burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
Any reference to any federal, state, local, or foreign statute or Law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context requires otherwise. Unless otherwise expressly provided, the word “including”
shall mean including without limitation. The Parties intend that each representation, warranty, and covenant contained herein shall
have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any respect,
the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is
in breach of such representation, warranty, or covenant. All words used in this Agreement will be construed to be of such gender
or number as the circumstances require.



    	 



    	 



    




 


6.10 Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement
and all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that any signature
is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create
a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or “.pdf” signature page were an original thereof.


 


6.11 Specific Performance.
Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions
of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the
Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of
this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court
of the U.S. or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which
they may be entitled, at Law or in equity.


 


6.12 Governing Law; Submission
to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Laws of the State of Texas, without
regard to conflicts of Laws principles. Each of the Parties submits to the jurisdiction of any state or federal court sitting in
Dallas, Texas, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of
the action or proceeding may be heard and determined in any such court. Each of the Parties waives any defense of inconvenient
forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required
of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process
to the Party to be served. Nothing in this Section 6.12, however, shall affect the right of any Party to serve legal process
in any other manner permitted by Law or at equity. Each Party agrees that a final judgment in any action or proceeding so brought
shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law or at equity.


 


[Signatures follow on Next Page]


 




    	 



    	 



    

IN WITNESS WHEREOF, the
undersigned have caused this Agreement to be executed as of the date first above written.


 


Llewellyn R. Watkins,
HOLDER


 


	Signature	 	Title	 	Date
	 	 	 	 	 
	/s/ Llewellyn R. Watkins	 	HOLDER	 	February 21, 2014
	Llewellyn R. Watkins	 	 	 	 


Michael A. Noel, HOLDER


 


	Signature	 	Title	 	Date
	 	 	 	 	 
	/s/ Michael A. Noel	 	HOLDER	 	February 21, 2014
	Michael A. Noel	 	 	 	 


Martha S. Noel, HOLDER


 


	Signature	 	Title	 	Date
	 	 	 	 	 
	/s/ Martha S. Noel	 	HOLDER	 	February 21, 2014
	Martha S. Noel	 	 	 	 


Ronald L. Noel, HOLDER


 


	Signature	 	Title	 	Date
	 	 	 	 	 
	/s/ Ronald L. Noel	 	HOLDER	 	February 21, 2014
	Ronald L. Noel	 	 	 	 


 


 


 




    	 



    	 



    

 


 


Scott M. Noel, HOLDER


 


	Signature	 	Title	 	Date
	 	 	 	 	 
	/s/ Scott M. Noel	 	HOLDER	 	February 21, 2014
	Scott M. Noel	 	 	 	 


 


NCM FINANCIAL, INC.


 


	Signature	 	Title	 	Date
	 	 	 	 	 
	/s/ Michael A. Noel	 	President	 	February 21, 2014
	Michael A. Noel