LOCK-UP AGREEMENT


 


This LOCK-UP
AGREEMENT (this “Agreement”), dated as of February 23, 2012, is made by and between NORWESTECH, INC.,
a Delaware corporation (the “Company”), and JOHN THOMAS FINANCIAL, INC., a a New York corporation
(“JTF”). The Company and JTF are referred to herein individually as a “Party”
and collectively as the “Parties.”


RECITALS:


 


WHEREAS,
the Company and Grandparents.com, LLC, a Florida limited liability company (“Grandparents”), have entered into
that certain Asset Contribution Agreement, dated as of February 23, 2012 (the “Asset Contribution Agreement”),
pursuant to which Grandparents will contribute substantially all of its assets to the Company in exchange for which the Company
will assume certain liabilities of Grandparents and issue to Grandparents (i) one (1) share of Series A Preferred Stock, which
will be convertible into shares of Common Stock in accordance with the terms of the Series A Preferred Stock, and (ii) the GP Warrant
(all as defined in the Asset Contribution Agreement);


WHEREAS,
the Company and BMA Securities, Inc. originally entered into that certain Exclusive Investment Banking Agreement, dated as of December
30, 2011, which such agreement was assigned by BMA Securities, Inc. to JTF pursuant to that certain Assignment of Agreement
dated January 19, 2012 by and among BMA Securities, Inc., JTF and Grandparents (the “Investment Banking Agreement”);


WHEREAS,
pursuant to the Investment Banking Agreement, as partial compensation for its services to Grandparents in connection with the transactions
contemplated by the Asset Contribution Agreement (the “Transaction”), the Company shall issue to JTF warrants
to purchase an aggregate of 6,878,460 shares of Common Stock;


WHEREAS,
as a condition to the closing of the Transaction, JTF will refrain from disposing any of the JTF Shares (as defined below) except
as provided herein; and


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


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:


1. Lock-Up Period.
JTF agrees that, for a period of twelve (12) months from the Closing Date (as may be earlier terminated hereunder, the “Lock-Up
Period”), JTF 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 JTF 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 SEC promulgated thereunder with respect to any of the JTF 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 JTF Shares, whether any such transaction is to be settled by delivery of such securities, in case or otherwise (any
such transaction referred to in this Section 1, whether for consideration or otherwise, being referred to herein as a “Transfer”
and collectively as the “Restricted Actions”). For purposes of this Agreement, “JTF Shares”
means: (x) all shares of the Company’s equity securities owned directly or indirectly by JTF (including holding as a custodian)
or with respect to which JTF has beneficial ownership within the meaning of Section 13(d) of the Exchange Act and the rules and
regulations of the SEC promulgated thereunder; and (y) all options or warrants to purchase equity securities of the Company or
other securities convertible into or exercisable or exchangeable for equity securities of the Company owned directly or indirectly
by JTF (including holding as a custodian) or with respect to which JTF has beneficial ownership within the meaning of Section 13(d)
of the Exchange Act and the rules and regulations of the SEC promulgated thereunder.






    	 



    	 



    
 


2. Dispositions
Not Deemed Restricted Actions.


(a) Section 1
hereof shall not apply to the exercise of options or warrants or the conversion of a security; provided, however, that JTF agrees
that Section 1 hereof shall apply to any securities issued by the Company to JTF upon such an exercise or conversion.


(b)
Notwithstanding Section 1 hereof, JTF may at any time and from time to time during the Lock-Up Period Transfer the
JTF Shares (i) if the undersigned is not a natural person, to its equity holders or any of its Affiliates, (ii) to the
Immediate Family of the undersigned, (iii) to a family trust, foundation or partnership created for the exclusive benefit of
the undersigned, its equity holders or any of their respective Immediate Family, (iv) to a charitable foundation controlled
by the undersigned, its equity holders or their respective Immediate Family as a bona fide gift or gifts, (v) to any trust
for the direct or indirect benefit of the undersigned or any Immediate Family of the undersigned, (vi) in a private
transaction among JTF and the transferee wherein the securities transferred are not sold or otherwise disposed on the market
or exchange in which the Common Stock is listed, (vii) to BMA Securities, Inc., or any employees or consultants of JTF
whether as compensation or otherwise in a private transaction wherein the securities transferred are not sold or otherwise
disposed on the market or exchange in which the Common Stock is listed; or (viii) pursuant to a merger, tender offer or
exchange offer, or other business combination, acquisition of assets or similar transaction or change of control, involving
the Company; provided, however, that in the case of any Transfer described in clause (i)-(vii) of this Section
2(b), the transferee agrees to execute a lock-up agreement in substantially the form of this Agreement with respect to
the remaining term of the Lock-Up Period following such Transfer. For purposes of this Agreement, “Immediate
Family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.


3. Termination.
Notwithstanding anything to the contrary contained herein, the Lock-Up Period and this Agreement shall terminate upon the final
closing of an offering of Common Stock or other equity interest of the Company for the account of the Company having a price per
share of at least $2.00 and resulting in at least $25,000,000 in gross proceeds (before underwriters’ discounts and selling
commissions) to the Company.


4. 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 JTF Shares if such
transfer would constitute a violation or breach of this Agreement. JTF also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar against the transfer of the JTF Shares except in compliance with this Agreement.






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5. Miscellaneous.


(a) 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 5(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:


 


NorWesTech, Inc.


589 Eighth Avenue


New York, NY 10018


Attention: Joseph Bernstein, Co-Chief
Executive Officer


Facsimile No: 847-589-3877


 


With a required copy to:


 


Sills Cummis & Gross P.C.


One Riverfront Plaza


Newark, NJ 07102


Attention: Jeffrey L. Wasserman,
Esq.


Facsimile No.: 973-352-6605


 


If to JTF, to:


 


John Thomas Financial, Inc.


14 Wall Street, 23rd Floor


New York, NY 10005


Attention: Avi Mirman


Fax: 800-598-9945 


 


With a required copy to:


 


Cyruli Shanks Hart & Zizmor,
LLP


420 Lexington Avenue, Suite 2320


New York, NY 10170


Attention: Paul Goodman, Esq.


Facsimile No.: 212-661-5350


 






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(b) 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 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.


(c) Entire Agreement
and Modification. This Agreement supersedes all prior agreements between the Parties with respect to its subject matter and
constitutes 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 Party against whom the enforcement of such amendment
is sought.


(d) 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. 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.


(e) 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.


(f) 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.


(g) Section Headings.
The headings of the 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.


(h) 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.






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(i) 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 United States 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.


(j) Governing
Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware, without regard to conflicts of laws principles. Each of the Parties submits to the jurisdiction of any state or federal
court sitting in the State of Delaware, 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 5(l), 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]


 






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


	 	JOHN THOMAS FINANCIAL, INC.
	 	 
	 	By:	/s/ Avi Mirman
	 	 	Name:	Avi Mirman 
	 	 	Title:	Head of Banking


 


	 	 
	 	 
	 	NORWESTECH, INC.
	 	 
	 	By:	/s/ Stanley L. Schloz
	 	 	Name:	Stanley L. Schloz 
	 	 	Title:	President