Exhibit 10.2



 


RESTRICTED STOCK AGREEMENT


 


WEBXU, INC.


 


RESTRICTED STOCK AGREEMENT (the “Agreement”)
made as of May 23, 2012 (the “Grant Date”), between WebXU, Inc., a Delaware corporation (the “Company”),
and AJTJ CAPITAL LLC, a Delaware limited liability company (the “Holder”).


 


WHEREAS, the Company has concurrently entered
into a Management Agreement with the Holder (the “Management Agreement”);


 


WHEREAS, in connection with the Holder’s
services under the Management Agreement, upon the Effective Date (as that term is defined in the Management Agreement) the Company
desires to offer to the Holder shares of the Company’s common stock, $.001 par value per share (“Common Stock”),
all on the terms and conditions hereinafter set forth; and


 


WHEREAS, the Holder wishes to accept said offer.


 


NOW, THEREFORE, in consideration of the premises
and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 


1.        Terms
of Grant. The Holder hereby accepts the offer of the Company to issue to the Holder, in accordance with the terms of this Agreement,
five million (5,000,000) shares of Common Stock (such shares subject to adjustment pursuant to Subsection 2(b) hereof, the “Granted
Shares”).


 


2.        Vesting
and Other Restrictions.


 


(a)        Vesting
Schedule. If the Company meets or exceeds each of the following market capitalization thresholds (based on all of the issued
and outstanding shares) during any twenty consecutive trading day period during the Term of the Management Agreement (as such term
is defined in the Management Agreement), the Granted Shares shall vest as follows:


 


(i)        Average
Market Capitalization greater than $75 million - 1,666,666 Granted Shares


 


(ii)       Average
Market Capitalization greater than $100 million - 1,666,666 Granted Shares


 


(iii)      Average
Market Capitalization greater than $150 million - 1,666,667 Granted Shares


 



    	 



    	 



    

  


provided, however, that all unvested
shares of Granted Stock shall vest immediately upon the sale of all or substantially all of the assets of the Company, upon the
merger or reorganization of the Company following which the equity holders of the Company immediately prior to the consummation
of such merger or reorganization collectively own less than fifty percent (50%) of the voting power of the resulting entity, upon
the sale of equity securities of the Company representing fifty percent (50%) or more of the voting power of the Company or fifty
percent (50%) or more of the economic interest in the Company in a single transaction or in a series of related transactions, or
at such time, if any, during the Term of the Management Agreement at which the composition of a majority of the members of the
Board of Directors of the Company is different from the composition of the Board of Directors on the Grant Date (a “Change
of Control”). For the avoidance of doubt, if the vesting conditions set forth in this Section 2(a) or a Change of Control
do not occur prior to the expiration or termination of the Term, all unvested shares shall be forfeited and immediately cancelled
without further action on the part of the Holder or the Company.


 


(b)        Escrow.
The certificates representing all Granted Shares issued to the Holder hereunder shall be delivered to the Company and the Company
shall hold such Granted Shares in escrow as provided in this Subsection 2(b). The Company shall release from escrow and deliver
to the Holder, within ten (10) days of the applicable vesting date, a certificate for the whole number of Granted Shares which
have vested. In the event that the vesting conditions set forth above have not been satisfied prior to the expiration of the Term
or the termination of the Management Agreement, the Company shall release from escrow and cancel each certificate for the number
of Granted Shares so forfeited. Any securities distributed in respect of the Granted Shares held in escrow, including, without
limitation, shares issued as a result of stock splits, stock dividends or other recapitalizations, shall also be held in escrow
in the same manner as the Granted Shares.


 


(c)        Failure
to Deliver Granted Shares. In the event that the Granted Shares to be cancelled by the Company under this Agreement are not
in the Company’s possession pursuant to Subsection 2(b) above or otherwise and the Holder or the Holder’s successor
or permitted assignee fails to deliver such Granted Shares to the Company (or its designee), the Company may immediately take such
action as is appropriate to transfer record title of such Granted Shares from the Holder to the Company (or its designee) and treat
the Holder and such Granted Shares in all respects as if delivery of such Granted Shares had been made as required by this Agreement.
The Holder hereby irrevocably grants the Company a power of attorney which shall be coupled with an interest for the purpose of
effectuating the preceding sentence.


 


(d)        Adjustments.
The number of shares of Granted Shares shall be adjusted proportionately from time to time, if the Company at any time during the
Term of the Management Agreement prior to issuance of the Granted Shares subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, or if the Company
reduces (by any stock split, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into
a lesser number of shares. For example, if during the Term and before the Average Market Capitalization exceeds $75 million, the
Company undergoes a 2 for 1 stock split and the Average Market Capitalization subsequently exceeds $150 million, then Manager shall
receive 10,000,000 shares of Common Stock.


 



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3.        General
Restrictions on Transfer of Granted Shares.


 


(a)        The
Holder recognizes and agrees that all Granted Shares may not be sold, transferred, assigned, hypothecated, pledged, encumbered
or otherwise disposed of, whether voluntarily or by operation of law, other than to the Company (or its designee) until such shares
vest in accordance with Section 2(a). The Company shall not be required to transfer any Granted Shares on its books which shall
have been sold or assigned or otherwise transferred in violation of this Section, or to treat as the owner of such Granted Shares,
or to accord the right to vote as such owner or to pay dividends to, any person or organization to which any such Granted Shares
shall have been so sold, assigned or otherwise transferred, in violation of this Section.


 


(b)        The
Holder acknowledges and agrees that neither the Company nor its shareholders nor its directors and officers, has any duty or obligation
to disclose to the Holder any material information regarding the business of the Company or affecting the value of the Granted
Shares at any time, including, without limitation, any information concerning plans for the Company to make a public offering of
its securities or to be acquired by or merged with or into another firm or entity.


 


4.        Purchase
for Investment; Securities Law Compliance. The offering and sale of the Granted Shares have not been effectively registered
under the Securities Act of 1933, as amended (the “1933 Act”). The Holder hereby represents and warrants that he or
it is acquiring the Granted Shares for his or her own account, for investment, and not with a view to, or for sale in connection
with, the distribution of any such Granted Shares. The Holder understands that because the Granted Shares have not been registered
under the 1933 Act, the Holder must continue to bear the economic risk of the investment for an indefinite period of time. The
Holder represents and warrants that the Holder (a) has been furnished with all information which it deems necessary to evaluate
the merits and risks of the receipt of the Granted Shares, (b) has had the opportunity to ask questions concerning the Granted
Shares and the Company and all questions posed have been answered to his or her satisfaction, (c) has been given the opportunity
to obtain any additional information he or it deems necessary to verify the accuracy of any information obtained concerning the
Granted Shares and the Company and (d) has such knowledge and experience in financial and business matters that the Holder is able
to evaluate the merits and risks of investing in the Granted Shares and to make an informed investment decision relating thereto.
The Holder specifically acknowledges and agrees that any sales of Granted Shares shall be made in accordance with the requirements
of the 1933 Act, in a transaction as to which the Company shall have received an opinion of counsel satisfactory to it confirming
such compliance. The Holder shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s)
evidencing the Granted Shares issued:


 


“The
shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any
person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under
the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an
exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state
securities laws.”


 



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5.        Shareholder
Rights. Subject to the terms hereof, the Holder shall have all the rights of a shareholder with respect to the Granted Shares,
including without limitation, the right to vote the Granted Shares and to receive any cash dividends declared thereon, provided
that until the Granted Shares have vested, the Holder shall vote the Granted Shares as directed by the Chief Executive Officer
of the Company or his nominee.


 


6.        Legend.
All certificates representing the Granted Shares to be issued to the Holder pursuant to this Agreement shall have endorsed thereon
a legend substantially as follows:


 


“The
shares represented by this certificate are subject to restrictions set forth in a Restricted Stock Agreement dated as of May 23,
2012 with this Company, a copy of which Agreement is available for inspection at the offices of the Company or will be made available
upon request.”


 


7.        Tax
Liability of the Holder and Payment of Taxes. The Holder acknowledges and agrees that any income or other taxes due from the
Holder with respect to the Granted Shares issued pursuant to this Agreement shall be the Holder’s responsibility. Without
limiting the foregoing, the Holder agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted
Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Holder’s
being deemed to be in receipt of earned income, the Company shall be entitled to immediate payment from the Holder of the amount
of any tax required to be withheld by the Company under applicable tax law. The Holder has been given the opportunity to obtain
the advice of his or its tax advisors with respect to the tax consequences of the purchase of the Granted Shares and the provisions
of this Agreement.


 


Upon execution of this Agreement, if the Holder
is a United States tax payer, the Holder may file an election under Section 83 of the Internal Revenue Code of 1986, as amended,
in substantially the form attached as Exhibit B. The Holder acknowledges that if he or it does not file such an election,
as the Granted Shares become vested in accordance with Section 2.1, the Holder will have income for tax purposes equal to the fair
market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Holder.


 


Any taxes due from the Holder that are required
to be withheld by the Company under any applicable tax law shall be paid by the Holder by depositing with the Company an amount
of cash equal to the amount determined by the Company to be required with respect to the statutory minimum of the Holder’s
estimated total federal, state and local tax obligations associated with the vesting of such shares with respect to the Granted
Shares.


 



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8.        Equitable
Relief. The Holder specifically acknowledges and agrees that in the event of a breach or threatened breach of the provisions
of this Agreement, including the attempted transfer of the Granted Shares by the Holder in violation of this Agreement, monetary
damages may not be adequate to compensate the Company, and, therefore, in the event of such a breach or threatened breach, in addition
to any right to damages, the Company shall be entitled to equitable relief in any court having competent jurisdiction. Nothing
herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for any such breach or threatened
breach.


 


9.        No
Obligation to Maintain Relationship. The Company is not by this Agreement obligated to continue the Holder as an employee,
director or consultant of the Company or any affiliate thereof. The Holder acknowledges: (a) that the grant of the shares is a
one-time benefit which does not create any contractual or other right to receive future grants of shares, or benefits in lieu of
shares; and (b) that all determinations with respect to any such future grants, including, but not limited to, the times when shares
shall be granted, the number of shares to be granted, the purchase price, and the time or times when each share shall vest, will
be at the sole discretion of the Company.


 


10.       Notices.
Any notices required or permitted by the terms of this Agreement shall be given by recognized courier service, facsimile, registered
or certified mail, return receipt requested, addressed as follows:


 


If to the Company:


 


WebXU,
Inc.


11999
San Vicente Boulevard, Suite 400


Los
Angeles, CA 90049


 


If to the Holder:


 


AJTJ CAPITAL LLC


4751 Wilshire Boulevard, 3rd Floor


Los Angeles, CA 90010


 


or to such other address or addresses of which notice in the same
manner has previously been given. Any such notice shall be deemed to have been given on the earliest of receipt, one business day
following delivery by the sender to a recognized courier service, or three business days following mailing by registered or certified
mail.


 


11.        Benefit
of Agreement. Subject to the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon
the heirs, executors, administrators, successors and assigns of the parties hereto.


 



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12.        Governing
Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without giving
effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, whether
at law or in equity, the parties hereby consent to exclusive jurisdiction in the State of California and agree that such litigation
shall be conducted in the state courts of State of California or the federal courts of the United States for the District of Los
Angeles, California.


 


13.        Severability.
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then such provision
or provisions shall be modified to the extent necessary to make such provision valid and enforceable, and to the extent that this
is impossible, then such provision shall be deemed to be excised from this Agreement, and the validity, legality and enforceability
of the rest of this Agreement shall not be affected thereby.


 


14.        Entire
Agreement. This Agreement, together with the Management Agreement, constitutes the entire agreement and understanding between
the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in
this Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Agreement.


 


15.        Modifications
and Amendments; Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure
therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such
waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of
this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the
purpose for which it was given, and shall not constitute a continuing waiver or consent.


 


16.        Consent
of Spouse/Domestic Partner. If the Holder has a spouse or domestic partner as of the date of this Agreement, the Holder’s
spouse or domestic partner shall execute a Consent of Spouse/Domestic Partner in the form of Exhibit A hereto, effective
as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse or domestic partner any rights in the
Granted Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Holder subsequent to the
date hereof, marries, remarries or applies to the Company for domestic partner benefits, the Holder shall, not later than sixty
(60) days thereafter, obtain his or her new spouse/domestic partner’s acknowledgement of and consent to the existence and
binding effect of all restrictions contained in this Agreement by having such spouse/domestic partner execute and deliver a Consent
of Spouse/Domestic Partner in the form of Exhibit A.


 


17.        Counterparts.
This Agreement may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument.


 



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18.        Data
Privacy. By entering into this Agreement, the Holder: (a) authorizes the Company and each affiliate thereof to disclose to
the Company or any of its affiliates such information and data as the Company or any such affiliate shall request in order to facilitate
the grant of Granted Shares; (b) waives any data privacy rights he or it may have with respect to such information; and (c) authorizes
the Company and such affiliate to store and transmit such information in electronic form.


 


[THE NEXT PAGE IS THE SIGNATURE PAGE]


 



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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.


 


	 	WEBXU, INC.
	 	 
	 	By:	/s/ Matt Hill
	 	Name: Matt Hill
	 	Title: CEO
	 	 
	 	AJTJ CAPITAL LLC
	 	 
	 	By:	/s/ Robert Ellin
	 	Name: Robert Ellin
	 	Title: Manager


 



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EXHIBIT A


 


CONSENT OF SPOUSE/DOMESTIC PARTNER


 


I, _______________, spouse or domestic partner
of Robert Ellin, acknowledge that I have read the RESTRICTED STOCK AGREEMENT dated as of May 23, 2012 (the “Agreement”)
to which this Consent is attached as Exhibit A and that I know its contents. Capitalized terms used and not defined herein shall
have the meanings assigned to such terms in the Agreement. I am aware that by its provisions the Granted Shares granted to my spouse/domestic
partner pursuant to the Agreement are subject to vesting conditions and that, accordingly, I may be required to forfeit to WebXU,
Inc. any or all of the unvested Granted Shares of which I may become possessed as a result of a gift from my spouse/domestic partner
or a court decree and/or any property settlement in any domestic litigation.


 


I hereby agree that my interest, if any, in
the Granted Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any
community property interest I may have in the Granted Shares shall be similarly bound by the Agreement.


 


I agree to the vesting conditions described
in the Agreement and I hereby consent to the cancellation of the Granted Shares to the Company by my spouse/domestic partner or
my spouse/domestic partner’s legal representative in accordance with the provisions of the Agreement. Further, as part of
the consideration for the Agreement, I agree that at my death, if I have not disposed of any interest of mine in the Granted Shares
by an outright bequest of the Granted Shares to my spouse or domestic partner, then the Company shall have the same rights against
my legal representative to exercise its rights to the Granted Shares with respect to any interest of mine in the Granted Shares
as it would have had pursuant to the Agreement if I had acquired the Granted Shares pursuant to a court decree in domestic litigation.


 


I AM AWARE THAT THE LEGAL, FINANCIAL AND
RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL
WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY
THAT I WILL WAIVE SUCH RIGHT.


 


Dated as of the _____ day of __________, 2012.


 


	 	 
	 	Print name:


 



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Exhibit
B


 


Election to Include Gross Income in Year


of Transfer Pursuant To Section 83(b)


of the Internal Revenue Code of 1986, As
Amended


 


In accordance with Section 83(b) of the Internal
Revenue Code of 1986, as amended (the “Code”), the undersigned hereby elects to include in his or her gross income
as compensation for services the excess, if any, of the fair market value of the property (described below) at the time of transfer
over the amount paid for such property.


 


The following sets for the information required
in accordance with the Code and the regulations promulgated hereunder:


 


1.        The
name, address and social security number of the undersigned are:


 


Name:
AJTJ CAPITAL LLC


Address:                                 


                                        


Social Security No.:                         


 


2.        The
description of the property with respect to which the election is being made is as follows:


 


(        )
shares (the “Shares”) of Common Stock, $0.001 par value per share, of WebXU, Inc., a Delaware corporation (the “Company”).


 


3.        This
election is made for the calendar year [______], with respect to the transfer of the property to the taxpayer on [                ],
2012.


 


4.        Description
of restrictions: The property is subject to certain vesting conditions, which may never occur or may only occur in part, as more
fully described in that certain Restricted Stock Agreement, dated as of [                        ],
2012, by the taxpayer and the Company.


 


5.        The
fair market value at time of transfer (determined without regard to any restrictions other than restrictions which by their terms
will never lapse) of the property with respect to which this election is being made was not more than $[__] per Share.


 


6.        The
amount paid by taxpayer for said property was $0.00 per Share.


 


7.        A
copy of this statement has been furnished to the Company.


 


Signed this         
day of                 , 2012.


  


	 	AJTJ CAPITAL LLC 
	 	 
	 	 
	 	Print Name: Robert Ellin


 



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