Lock-Up Waiver Agreement dated March 7, 2024
Exhibit 10.2
LOCK-UP WAIVER
AGREEMENT
This Lock-Up Waiver Agreement, effective as of March 7, 2024 (this “Waiver”), is by and among MultiSensor AI Holdings, Inc., a Delaware corporation (f/k/a Infrared Cameras Holdings, Inc., the “Company”), and the other signatory parties listed in the signature blocks set forth below.
Reference is hereby made to that certain Lock-Up Agreement, dated as of December 19, 2023 (as it may be amended or amended and restated from time to time, the “Lock-Up Agreement”), by and among the Company, SportsMap, LLC, and the other “Securityholders” (as defined in the Lock-Up Agreement). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Lock-Up Agreement.
WHEREAS, the Company desires to remove the Transfer restrictions, as imposed by Section 1 of the Lock-Up Agreement, on the Lock-Up Shares presented in Exhibit A hereto, as of the date of this Waiver; and
WHEREAS, this Waiver is being entered into by and among the Company and the Securityholders holding a majority of the Lock-Up Shares, pursuant to Section 5 of the Lock-Up Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agree as follows:
1. The restrictions on Transfer of the Lock-Up Shares pursuant to Section 1 of the Lock-Up Agreement are hereby waived by the Company as of the date of this Waiver.
2. All other terms and conditions of the Lock-Up Agreement, that are not expressly waived or amended in this Waiver shall remain unmodified and in full force and effect.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties have executed this Waiver to Lock-Up Agreement, as of the date first written above.
MULTISENSOR AI HOLDINGS, INC. | ||
By: | /s/ Gary Strahan | |
Name: Gary Strahan | ||
Title: Chief Executive Officer |
IN WITNESS WHEREOF, the parties have executed this Waiver to Lock-Up Agreement, as of the date first written above.
Securityholder: | ||
SportsMap, LLC | ||
By: | /s/ David Gow | |
Name: David Gow | ||
Title: Manager |
Exhibit A
Securityholders | Locked-Up Shares | |||
Don A Sanders | 60,000 | |||
Brad Sanders | 10,000 | |||
Laura Sanders | 10,000 | |||
Susan Sanders | 10,000 | |||
Weir Holdings LP | 10,000 | |||
Horn Management, LLC | 5,000 | |||
Creekside 1 Holdings, LLC | 50,000 | |||
Jerrell Glen Clay, Sr. | 5,000 | |||
John Alton Burdine Estate Trust | 6,000 | |||
Bret Sanders | 10,000 | |||
Steven Webster | 30,000 | |||
Aaron M. Gurewitz Trustee THE AMG TRUST ESTABLISHED 01/23/2007 | 27,122 | |||
Bradley W. Baker | 51,203 | |||
Byron Roth LLC | 54,273 | |||
CR Financial Holdings, Inc | 162,750 | |||
Matthew Day | 18,286 | |||
Steve Dyer | 34,744 | |||
David Farina | 63,089 | |||
Kevin Harris | 51,203 | |||
William F. Hartfiel III | 51,203 | |||
Donald Ryan Hulstrand | 10,971 | |||
John Lipman | 85,814 | |||
James Zavoral | 34,744 | |||
Sportsmap LLC | 1,272,344 | |||
Total | 2,123,746 |