LOCK-UP AND LEAK-OUT AGREEMENT


 


 


THIS LOCK-UP AND LEAK-OUT
AGREEMENT (the “Agreement”) is made and entered into as of June 30, 2014, between Adaptive Medias, Inc., a Nevada
corporation (the “Company”), and certain shareholders of the Company as set forth on Exhibit A attached
hereto (collectively, the “Shareholders”). For all purposes of this Agreement, “Shareholders”
includes any affiliate, controlling person of any Shareholder, agent, representative, or other person with whom any Shareholder
is acting in concert.


 


WHEREAS, the Company
and the Shareholders have agreed to enter into this Agreement to restrict the public sale, assignment, transfer, conveyance, hypothecation,
or alienation of eighty percent (80%) of the total common stock acquired by the Shareholders pursuant to that certain Stock Purchase
Agreement of even date herewith, by and among the Company, OneScreen, Inc., a Delaware corporation, Media Graph, Inc., a Nevada
corporation, and the Shareholders (the “Stock Purchase Agreement”) representing three million four hundred four
thousand eight hundred (3,404,800) shares of the Company’s common stock (the “Lock-Up Shares”), all on
the terms set forth below.


 


NOW, THEREFORE, in
consideration of the foregoing promises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.Except as otherwise
expressly provided herein, the Shareholders agree that they will not sell, assign, pledge, hypothecate, encumber, or transfer any
of the Lock-Up Shares or any interest therein, for a period of twelve (12) months subsequent to the Closing Date, as defined in
the Stock Purchase Agreement (“Lock-Up Period”), provided that the Shareholders may transfer Lock-Up Shares
(i) by gift, will, intestacy or other estate planning purposes provided that the transferee executes an agreement stating that
the transferee is receiving and holding the securities subject to the provisions of this Agreement; or (ii) pursuant to the settlement
of any claim or dispute between the Company and the Shareholders. The Shareholders shall immediately deliver certificates representing
all of the Lock-Up Shares to V Stock Transfer, LLC (the “Transfer Agent”) and the Transfer Agent shall hold
the Lock-Up Shares, subject to the monthly release schedule set forth below, during the Lock-Up Period. The Company and the Shareholder
agree to execute any documents reasonably required by the Transfer Agent in connection with this Agreement.


 


(a)Immediately
subsequent to the Lock-Up Period, and on the first day of every third month thereafter, the Transfer Agent shall deliver back to
the Shareholders ten percent (10%) of the total number of shares held by each respective Shareholder until all Lock-Up Shares have
been delivered to the Shareholders (the “Leak-Out Shares”). The Leak-Out Shares, once released by the Transfer
Agent in compliance with this Agreement, shall not be subject to any restrictions imposed by this Agreement.


 


(b)The Leak-Out
Shares shall be delivered to the Shareholders in such manner as each respective Shareholder and the Transfer Agent may mutually
determine, whether in paper certificate, DWAC (Deposit/Withdrawal at Custodian), DRS (Direct Registration System) or other acceptable
form of delivery, subject to compliance with all applicable securities laws and regulations.


 


(c)The Shareholders
agree that they will not engage in any short selling (as defined under Rule 200 of Regulation SHO under the Securities Exchange
Act of 1934, as amended, (the “Exchange Act”)) of the Lock-Up Shares or the Leak-Out Shares during the Lock-Up
Period.


 


 






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2.Notwithstanding anything to the
contrary set forth herein, the Company may, in its sole discretion and in good faith, at any time and from time to time, waive
any of the conditions or restrictions contained herein to increase the liquidity of the common stock or if such waiver would otherwise
be in the best interests of the development of the trading market for the common stock. At the time of any such waiver, the Shareholders’
common stock can be publicly sold in accordance with the Securities Act of 1933, as amended, or Rule 144 promulgated thereunder
by the Securities and Exchange Commission or otherwise.


 





3.The Shareholders agree to the
imprinting of a legend on the certificates evidencing the Lock-Up Shares in the following form:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION AND ARE “RESTRICTED
SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT. THE SHARES MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION
OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT (IF REQUESTED BY THE COMPANY), THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY.


 


THESE SHARES ARE SUBJECT TO THE TERMS
AND RESRICTIONS CONTAINED IN THAT CERTAIN LOCK-UP AND LEAK-OUT AGREEMENT DATED JUNE 30, 2014.


 


4. In the event of: (a) an acquisition
after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(l) promulgated under
the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract
or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company or (b) the merger or consolidation by
the Company into or with any other person, or the merger or consolidation by any other person into or with the Company and, after
giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than fifty percent
(50%) of the aggregate voting power of the Company or the successor entity of such transaction, or (c) the sale or transfer by
the Company of all or substantially all of its assets to another person and the stockholders of the Company immediately prior to
such transaction own less than fifty percent (50%) of the aggregate voting power of the acquiring entity immediately after the
transaction, then this Agreement shall terminate as of the closing of such event and the common stock restricted pursuant hereto
shall be released from such restrictions.


 


5.Except as otherwise provided
in this Agreement or any other agreements between the parties, the Shareholders shall be entitled to their respective beneficial
rights of ownership of the common stock, including the right to vote the common stock for any and all purposes and the right to
receive dividends and distributions thereon.


 


 



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6.The number of Lock-Up Shares
and Leak-Out Shares shall be appropriately adjusted should the Company make a stock dividend, undergo a forward split or a reverse
split of its outstanding shares of common stock, or otherwise reclassify its shares of common stock; provided, however;
that no such adjustment shall take place in connection with the Reverse Stock Split contemplated by Section 1.02 of the Stock Purchase
Agreement.


 


7.This Agreement may be executed
in any number of counterparts with the same force and effect as if all parties had executed the same document.


 


8.All notices and
communications provided for herein shall be in writing and shall be deemed to be given or made on the date of delivery, if delivered
in person, by an internationally recognized overnight delivery service, or by facsimile, to the party entitled to receive the same,
if to the Shareholders at the addresses or facsimile numbers set forth on Exhibit A, and if to the Company at the address
or facsimile number set forth below, or at such other address or facsimile number as shall be designated by any party hereto in
written notice to the other party hereto delivered pursuant to this subsection.


 


Adaptive Medias, Inc.


16795 Von Karman Ave, Suite 240


Irvine, California 92606


Attention: Qayed Shareef, CEO


Facsimile:
(310) 208-1154


 


9.The resale restrictions on the
Lock-Up Shares shall be in addition to all other restrictions on transfer imposed by applicable United States and state securities
laws, rules and regulations.


 


10.If the Company or the Shareholders
fail to fully adhere to the terms and conditions of this Agreement, then such party shall be liable to every other party for any
damages suffered by any party by reason of any such breach of the terms and conditions hereof. The Shareholders agree that in the
event of a breach of any of the terms and conditions of this Agreement by the Shareholders, that in addition to all other remedies
that may be available in law or in equity to the non-defaulting parties, a preliminary and permanent injunction, without bond or
surety, and an order of a court requiring such defaulting Shareholders to cease and desist from violating the terms and conditions
of this Agreement and specifically requiring such Shareholders to perform their obligations hereunder is fair and reasonable by
reason of the inability of the parties to this Agreement to presently determine the type, extent or amount of damages that the
Company or the non-defaulting Shareholders may suffer as a result of any breach or continuation thereof.


 


11.This Agreement sets forth the
entire understanding of the parties hereto with respect to the subject matter hereof, and may not be amended except by a written
instrument executed by the parties hereto.


 


12.This Agreement shall be governed
by and construed in accordance with the laws of the State of California applicable to contracts entered into and to be performed
wholly within said State; and the Company and the Shareholders agree that any action based upon this Agreement may be brought in
the United States and state courts of California only, and each submits himself/itself to the jurisdiction of such courts for all
purposes hereunder.


 


 



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13.In the event of default hereunder,
the non-defaulting parties shall be entitled to recover reasonable attorney’s fees incurred in the enforcement of this Agreement.


 


 


 


[Signature Page Follows]


 


 


 




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IN WITNESS WHEREOF,
the undersigned have duly executed and delivered this Agreement as of the day and year first above written.


 


 


SHAREHOLDERS:


 





	OneScreen Partners, Inc.


 


 


By_/s/ Norman Brodeur________________


Name: Norman Brodeur


Its: President


	VSIP, Inc.


 


 


By_/s/ Norman Brodeur________________


Name: Norman Brodeur


Its: President


	 	 
	 	 
	OneScreen Partners B, Inc.


 


 


By_/s/ Norman Brodeur________________


Name: Norman Brodeur


Its: President


	Vidshadow Partners, Inc.


 


 


By_/s/ Norman Brodeur________________


Name: Norman Brodeur


Its: President


	 	 
	 	 
	 OneScreen, Inc.


 


By_/s/ Norman Brodeur________________


Name: Norman Brodeur


Its: President


	 
	 	 
	 	 
	 ADAPTIVE MEDIAS,
Inc.:


 


 


By_/s/ Qayed Shareef ________________


Qayed Shareef, Chief Executive Officer


	 









 


   




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EXHIBIT A


 


SHAREHOLDERS





 


 


	Name	Address
	OneScreen, Inc.	
        520 BROADWAY, SUITE 350

        SANTA MONICA, CA 90401

	OneScreen Partners, Inc.	1560 SAWGRASS CORPORATE PARKWAY, 4TH FLOOR 

PLANTATION, FL 33323
	OneScreen Partners B, Inc.	1580 SAWGRASS CORPORATE PARKWAY, STE 130 

SUNRISE, FL 33323
	VSIP, Inc.	1560 SAWGRASS CORPORATE PARKWAY, 4TH FLOOR 

SUNRISE, FL 33323
	Vidshadow Partners, Inc.	C/O OPPENHEIMER & CO. INC. 

125 BROAD ST, 15TH FLOOR 

NEW YORK, NY 10004


 


 








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