Ironwood Gold Corp. - Exhibit 10.27 - Filed by newsfilecorp.com






LOCKUP AGREEMENT 

            
This AGREEMENT (the "Agreement") is made as of the 21 day of March, 2014,
by Andrew McKinnon ("Holder"), maintaining an address at c/o
Ironwood Gold Corp., Box 730-411-Brink Street, Ashcroft BC, V0K 1A0, facsimile:
(250) 453–0088, in connection with his ownership of shares of Ironwood Gold
Corp., a Nevada corporation (the "Company"). 

            
Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Securities Purchase Agreement. 

            
NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt
of which consideration are hereby acknowledged, Holder agrees as follows: 

            
1.             
Background. 

                         
a.             
Holder is the direct or indirect beneficial owner of the amount of shares of the
Common Stock and Common Stock Equivalents as set forth on the signature page
hereto and which hereafter may be acquired by Holder (“Restricted
Securities”). “Common Stock Equivalents” means any securities of the
Company or the Subsidiaries which would entitle the holder thereof to acquire at
any time Common Stock, including, without limitation, any debt, preferred stock,
right, option, warrant or other instrument that is at any time convertible into
or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Common Stock. 

                         
b.             
Holder acknowledges that the Company has entered into or will enter into at or
about the date hereof agreements (each a “Securities Purchase Agreement”)
with purchasers (“Purchasers”) to the Company’s Notes and Warrants.
Holder understands that, as a condition to proceeding with the sale of the
Securities pursuant to the Securities Purchase Agreement, the Purchasers have
required, and the Company has agreed to obtain on behalf of the Purchasers, an
agreement from the Holder to refrain from selling any Restricted Securities from
the date of the Securities Purchase Agreement until the sooner of (i) nine
months after the Effective Date, or (ii) no Underlying Shares are issuable or
outstanding (the “Restriction Period”). 

            
2.             
Sale Restriction.

                         
a.             
Holder hereby agrees that during the Restriction Period, the Holder will not
sell, transfer or otherwise dispose of any shares of Restricted Securities or
other rights to purchase shares of Common Stock or any other security of the
Company which Holder owns or has a right to acquire as of the date hereof or
during the Restriction Period, other than in connection with an offer made to
all stockholders of the Company in connection with merger, consolidation or
similar transaction involving the Company or as permitted pursuant to Section
2(c) of this Agreement. Holder further agrees that the Company is authorized to
and the Company agrees to place "stop orders" on its books to prevent any
transfer of shares of Common Stock, Common Stock Equivalents or other securities
of the Company held by or issuable to the Holder in violation of this Agreement.
The Company agrees not to allow to occur any transaction inconsistent with this
Agreement. 

                         
b.             
Any subsequent issuance to and/or acquisition by Holder of Common Stock or
options or instruments convertible into Common Stock, including but not limited
to the Common Stock and Common Stock Equivalents set forth and described in that
certain EXCHANGE AGREEMENT dated March 21, 2014 during the Restriction Period
will be subject to the provisions of this Agreement. 

                         
c.             
Notwithstanding anything contained herein to the contrary, the Holder may
transfer, sell or otherwise dispose of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock: (1)
to any member of the immediate family of the undersigned; (2) to any trust for
the direct or indirect benefit of the undersigned or any one or more members of
the immediate family of the undersigned; (3) to any corporation, partnership,
limited liability company or other entity all of the beneficial ownership
interests of which are held by the undersigned or one or more immediate family
members of the undersigned; (4) by will, other testamentary document or intestate succession to the legal
representative, heir, beneficiary or a member of the immediate family of the
undersigned, (5) to the Company; [or] (6) in open market sales at a per share
price equal or greater to 200% of the Conversion Price in effect on the trade
date of such sale; provided that, prior to completing any transfer described in
clauses (1) through (5), the proposed transferee shall execute and deliver to
the Company an agreement reasonably satisfactory to the Company pursuant to
which such transferee will agree to receive and hold such shares of Common Stock
(or securities convertible into or exchangeable or exercisable for Common Stock)
subject to the provisions of this Agreement. As used in this paragraph, the term
“immediate family member” means any child, parent, father, mother, brother or
sister of the undersigned, whether such relationship is by blood, marriage or
adoption. For the avoidance of doubt, nothing contained herein shall restrict
the ability of the undersigned to purchase shares of Common Stock on the open
market or to exercise any option to purchase shares of Common Stock granted
under any benefit plan of the Company. 




            
3.             
Miscellaneous. 

                         
a.             
At any time, and from time to time, after the signing of this Agreement, Holder
will execute such additional instruments and take such action as may be
reasonably requested by the Purchasers to carry out the intent and purposes of
this Agreement. 

                         
b.             
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York without regard to principles of conflicts of laws. Any
action concerning the transactions contemplated by this Agreement shall be
brought only in the state courts of New York or in the federal courts located in
the state of New York. The Holder and Company hereby irrevocably waive any
objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon
forum non conveniens. The parties executing this Agreement and other
agreements referred to herein or delivered in connection herewith agree to
submit to the in personam jurisdiction of such courts and hereby irrevocably
waive trial by jury. The prevailing party shall be entitled to recover from
the other party its reasonable attorney's fees and costs. In the event that any
provision of this Agreement or any other agreement delivered in connection
herewith is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision
of any agreement. Notices hereunder shall be given in the same manner as set
forth in the Securities Purchase Agreement. Each party hereby irrevocably waives
personal service of process and consents to process being served in any suit,
action or proceeding in connection with this Agreement or any other Transaction
Document by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law. Holder irrevocably appoints the Company its true
and lawful agent for service of process upon whom all processes of law and
notices may be served and given in the manner described above; and such service
and notice shall be deemed valid personal service and notice upon Holder with
the same force and validity as if served upon Holder. 

                         
c.             
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. 

                         
d.             
This Agreement shall be binding upon Holder, its legal representatives,
successors and assigns. 

                         
e.             
This Agreement may be signed and delivered by facsimile or electronically and
such facsimile or electronically signed and delivered Agreement shall be
enforceable. 




                         
f.             
The Holder and Company acknowledge that this Agreement is being entered into for
the benefit of the Purchasers who are parties to the Securities Purchase
Agreement and who are hereby made third party beneficiaries of this Agreement.
This Agreement may be enforced by the Purchasers and may not be amended without
the consent of the requisite amount of Purchasers in the manner described in the
Securities Purchase Agreement, which consent may be withheld for any reason.


[REST OF THIS PAGE LEFT INTENTIONALLY BLANK] 

 

 

 




                         
IN WITNESS WHEREOF, and intending to be legally bound hereby, Holder has
executed this Agreement as of the day and year first above written. 

HOLDER: 

 

___________________________________
(Signature of Holder) 

 

___________________________________
(Print Name of
Holder) 

 

Number of Shares of Common Stock directly owned by Holder:
__________________________

Number of Shares of Common Stock Equivalents directly owned by
Holder: ________________

Consisting of
___________________________________________________________________

______________________________________________________________________________


Number of Shares of Common Stock beneficially owned by Holder:
_______________________

Presently held as follows:
________________________________________________________

_____________________________________________________________________________

Number of Shares of Common Stock Equivalents beneficially owned
by Holder: _____________

Consisting of
______________________________________________________________________

__________________________________________________________________________________


COMPANY: 

IRONWOOD GOLD CORP. 

 

By:____________________________________