1Lock-Up Clause Samples

1Lock-Up. During the Lock-Up Term, without the prior approval of the Company, each Investor shall not, and shall cause its Affiliates not to, Dispose of (x) any of the Purchased Shares, together with any shares of Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization, and (y) any Common Stock issued as (or issuable upon the exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the shares of Common Stock described in clause (x) of this sentence (collectively, the “Lock-Up Securities”); provided, however, that the foregoing shall not prohibit such Investor from (A) transferring Lock-Up Securities to a Permitted Transferee or (B) Disposing of any Lock-Up Securities in order to reduce the beneficial ownership of the Standstill Parties or the FF Beneficial Investor to 19.9%, or such lesser percentage as advised in good faith and in writing by such Investor’s certified public accountants that would not require such Investor to include in its financial statements its portion of the Company’s financial results, of the Shares of Then Outstanding Common Stock or, in the case of the FF Beneficial Investor as advised in good faith and in writing by the FF Beneficial Investor to enable it to comply with applicable law or official undertaking.

1Lock-Up. Notwithstanding any other provisions of any Transaction Agreement or any other agreement by the Company and the Purchasers, the Purchasers shall not, without the prior written consent of the Company, directly or indirectly through one or a series of transactions, offer, sell, contract to sell, pledge, lend, transfer, assign or otherwise dispose of, or enter into any derivative transaction that involves, directly or indirectly, or suffer to exists any encumbrance on (each an instance of “Transfer”), the Sky Ease Purchased Shares, during the period between the Sky Ease Closing Date and the date that is six (6) months after the Sky Ease Closing Date (both dates inclusive), or with respect to the BCI Purchased Shares, during the period between the BCI Closing Date and the date that is six (6) months after the BCI Closing Date (both dates inclusive) (each a “Lock-Up Period”). Any Transfer of Ordinary Shares made in violation of this Section 3.1 shall be null and void ab initio and shall not be recorded on the books and records of the Company.

1Lock-Up. From and after the Closing and until the date that is ninety (90) days after the date of the Closing (the “Lock-Up Term”), without the prior written approval of the Company, no Investor shall Dispose of (x) any of the Shares or any shares of capital stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization, or (y) any Common Stock issued as (or issuable upon the exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the Shares or shares of capital stock described in clause (x) of this sentence (collectively, the “Lock-Up Securities”); provided, however, that the foregoing shall not prohibit an Investor from transferring any of the Lock-Up Securities to a Permitted Transferee.