Form Of Lock-Up Agreement Sample Contracts

Harmony Merger Corp. – Form of Lock-Up Agreement (April 18th, 2017)
Harmony Merger Corp. – Form of Lock-Up Agreement (April 18th, 2017)
Form of Lock-Up Agreement (March 13th, 2017)

This Lock-Up Agreement (the "Agreement") of the undersigned holder of Series E Convertible Preferred Stock (the "Preferred Stock"), dated as of the 8th day of March 2017, is by and between Inventergy Global, Inc., a Delaware corporation (the "Company") and the undersigned holder (the "Holder"), which shares of Preferred Stock were issued pursuant to the Securities Purchase Agreement, dated as of July 21, 2016 (as amended, the "Securities Purchase Agreement"), and with the terms and conditions set forth in that certain Certificate of Designation issued in connection therewith (the "Certificate of Designation"). Capitalized terms that are not otherwise defined herein shall have the meanings given to such terms in the Securities Purchase Agreement and the Certificate of Designation.

Cleaner Yoga Mat, Inc. – Form of Lock-Up Agreement (February 6th, 2017)

This LOCK-UP AGREEMENT (this Agreement) is made as of May 3, 2016 by the undersigned person or entity (the Restricted Holder) in connection with the Merger (as defined below) and the Private Placement Offering (as defined below), and is being delivered to Valeritas Holdings, Inc. (formerly Cleaner Yoga Mat, Inc.), a Delaware corporation (the Parent), Wedbush Securities, Inc. (Wedbush), ROTH Capital Partners, LLC (Roth) and Katalyst Securities LLC (Katalyst, and collectively with Wedbush and Roth, the Placement Agents).

NEF Enterprises, Inc. – Form of Lock-Up Agreement (January 25th, 2017)

THIS LOCK-UP AGREEMENT (this "Agreement"), made as of this [__] day of [__________] 2017, by and among, [___________], (the "Shareholder") and Panther Biotechnology, Inc., a Nevada corporation (the "Company").

Form of Lock-Up Agreement (January 4th, 2017)
Form of Lock-Up Agreement (January 4th, 2017)
Pacific Special Acquisition Corp. – Form of Lock-Up Agreement (January 3rd, 2017)

THIS LOCK-UP AGREEMENT (this "Agreement") is made as of [*], 2017 by and among (i) Pacific Special Acquisition Corp., a British Virgin Islands business company with limited liability, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as "Borqs Technologies, Inc." (including any successor entity thereto, "Purchaser"), (ii) Zhengqi International Holding Limited, a business company incorporated in the British Virgin Islands with limited liability, in its capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative in accordance with the Merger Agreement, the "Purchaser Representative"), and (iii) the undersigned ("Holder"). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

Pacific Special Acquisition Corp. – Form of Lock-Up Agreement (January 3rd, 2017)

THIS LOCK-UP AGREEMENT (this "Agreement") is made as of [*], 2017 by and among (i) Pacific Special Acquisition Corp., a British Virgin Islands business company with limited liability, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as "Borqs Technologies, Inc." (including any successor entity thereto, "Purchaser"), (ii) Zhengqi International Holding Limited, a business company incorporated in the British Virgin Islands with limited liability, in its capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative in accordance with the Merger Agreement, the "Purchaser Representative"), and (iii) the undersigned ("Holder"). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

Alliqua Holdings, Inc. – Form of Lock-Up Agreement (November 10th, 2016)

Reference is made to that certain Contribution Agreement and Plan of Merger, dated as of October 5, 2016 (the "Contribution and Merger Agreement"), by and among Alliqua BioMedical, Inc., a Delaware corporation ("Alliqua"), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua ("Parent"), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub" and together with Alliqua and Parent, the "Alliqua Entities"), and Soluble Systems, LLC, a Virginia limited liability company (the "Company"), pursuant to which the Company shall receive shares of Parent Common Stock and Warrants as consideration for the Contributed Assets at the Closing. For the purposes hereof, any terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Contribution and Merger Agreement. In consideration of the Company and the Alliqua Entities entering into the Transactions and for other good and valuabl

Form of Lock-Up Agreement (November 4th, 2016)

Securities Purchase Agreement, dated as of November __, 2016 (the "Purchase Agreement"), between Bridgeline Digital, Inc., a Delaware corporation (the "Company") and the purchasers signatory thereto (each, a "Purchaser" and, collectively, the "Purchasers")

Yuma Delaware Merger Subsidiary, Inc. – Form of Lock-Up Agreement (November 1st, 2016)

This agreement is being delivered to Yuma Energy, Inc. ("Yuma") and Yuma Delaware Merger Subsidiary, Inc. ("Yuma Delaware") in connection with the Agreement and Plan of Merger and Reorganization, dated as of February 10, 2016, by and among Yuma, Yuma Delaware, Yuma Merger Subsidiary, Inc., and Davis Petroleum Acquisition Corp. ("Davis") (the "Merger Agreement"). Capitalized terms not defined herein shall have the meanings set forth in the Merger Agreement.

ViewRay, Inc. – Form of Lock-Up Agreement (September 26th, 2016)
Cleaner Yoga Mat, Inc. – Form of Lock-Up Agreement (September 26th, 2016)

This LOCK-UP AGREEMENT (this Agreement) is made as of May 3, 2016 by the undersigned person or entity (the Restricted Holder) in connection with the Merger (as defined below) and the Private Placement Offering (as defined below), and is being delivered to Valeritas Holdings, Inc. (formerly Cleaner Yoga Mat, Inc.), a Delaware corporation (the Parent), Wedbush Securities, Inc. (Wedbush), ROTH Capital Partners, LLC (Roth) and Katalyst Securities LLC (Katalyst, and collectively with Wedbush and Roth, the Placement Agents).

Real Goods Solar – Form of Lock-Up Agreement (September 13th, 2016)
Venaxis – Form of Lock-Up Agreement (September 13th, 2016)

This LOCK-UP AGREEMENT, as may be amended, supplemented or modified from time to time in accordance with the terms hereof, is made as of September 12, 2016 (this "Agreement") by and between Venaxis, Inc., a Colorado corporation (the "Company"), and the Investor executing this Agreement (the "Investor").

Genesys Industries, Inc. – Form of Lock-Up Agreement (August 31st, 2016)

The undersigned irrevocably agrees with Genesys Industries, Inc. (the "Company") that, from the date this letter agreement ("Letter Agreement"), until the twelfth month (1 year) anniversary of the date of the granting of trading symbol to the company by FINRA (such period, the "Restriction Period"), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to result in disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any person in privity with the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 with respect to, any sha

Alliance MMA, Inc. – [Form of Lock-Up Agreement] (August 16th, 2016)
Form of Lock-Up Agreement (August 11th, 2016)

Underwriting Agreement, dated ________ ___, 2016, by and between Viveve Medical, Inc. and Ladenburg Thalmann & Co. Inc., acting as representative to the several underwriters

Cleaner Yoga Mat, Inc. – Form of Lock-Up Agreement (July 22nd, 2016)

This LOCK-UP AGREEMENT (this Agreement) is made as of , 2016 by the undersigned person or entity (the Restricted Holder) in connection with the Merger (as defined below) and the Private Placement Offering (as defined below), and is being delivered to Valeritas Holdings, Inc. (formerly Cleaner Yoga Mat, Inc.), a Delaware corporation (the Parent), Wedbush Securities, Inc. (Wedbush), ROTH Capital Partners, LLC (Roth) and Katalyst Securities LLC (Katalyst, and collectively with Wedbush and Roth, the Placement Agents).

Alliance MMA, Inc. – [Form of Lock-Up Agreement] (July 22nd, 2016)
Carbylan Therapeutics – Form of Lock-Up Agreement (June 15th, 2016)

The undersigned signatory of this lock-up agreement (this Lock-Up Agreement) understands that Carbylan Therapeutics, Inc. (Carnivale) proposes to enter into a share purchase agreement (the Share Purchase Agreement) with Kalvista Pharmaceuticals Ltd. (the Company), the shareholders of the Company (the Sellers) and the Seller Representative (as defined in the Share Purchase Agreement), pursuant to which the Sellers will sell, transfer and convey to Carnivale, and Carnivale will purchase from the Sellers, all of the allotted, issued and outstanding shares of the Company, in exchange for the issuance by Carnivale to the Sellers of certain shares of common stock of Carnivale, par value $0.001 per share (Carnivale Common Stock), as further set forth in the Share Purchase Agreement (the Transaction). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Share Purchase Agreement.

Cleaner Yoga Mat, Inc. – Form of Lock-Up Agreement (May 9th, 2016)

This LOCK-UP AGREEMENT (this "Agreement") is made as of , 2016 by the undersigned person or entity (the "Restricted Holder") in connection with the Merger (as defined below) and the Private Placement Offering (as defined below), and is being delivered to Valeritas Holdings, Inc. (formerly Cleaner Yoga Mat, Inc.), a Delaware corporation (the "Parent"), Wedbush Securities, Inc. ("Wedbush"), ROTH Capital Partners, LLC ("Roth") and Katalyst Securities LLC ("Katalyst", and collectively with Wedbush and Roth, the "Placement Agents").

Communications Sales & Leasing, Inc. – Form of Lock-Up Agreement (January 12th, 2016)

This LOCK-UP AGREEMENT (this "Agreement") is made and entered into as of [*], 2016 by and between Communications Sales & Leasing, Inc., a Maryland corporation ("CS&L"), and [ ][1][, a [ ] [ ] (the "Unitholder").

Cur Media, Inc. – Form of Lock-Up Agreement (November 23rd, 2015)

The undersigned, a holder of common stock, par value $0.0001 ("Common Stock"), or rights to acquire Common Stock, of CuR Media, Inc. (the "Company"), understands that you are the representative (the "Representative") of the several underwriters (collectively, the "Underwriters") named or to be named in the final form of Schedule A to the underwriting agreement (the "Underwriting Agreement") to be entered into among the Underwriters and the Company, providing for the public offering (the "Public Offering") of units of the Company's securities (each a "Unit" and collectively, the "Units"), each Unit consisting of one share of Common Stock and one warrant to purchase one share of Common Stock (the "Securities") pursuant to a registration statement filed or to be filed with the U.S. Securities and Exchange Commission (the "SEC"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Underwriting Agreement.

Capnia, Inc. – Form of Lock-Up Agreement (October 15th, 2015)

The undersigned, a holder of shares of common stock, par value $0.001 per share (Common Stock), or securities convertible into or exercisable for Common Stock or rights to acquire Common Stock, of Capnia, Inc. (the Company) understands that you as a purchaser (Purchaser) of the Companys securities, propose to enter into a Securities Purchase Agreement (the Purchase Agreement) with the Company pursuant to which Purchaser shall purchase shares of Preferred Stock of the Company, together with related Warrants (collectively, the Securities). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

IT Management, Inc. – IT Management, Inc. 1395 Brickell Avenue, Suite 800 Miami, FL 33131 Form of Lock-Up Agreement (August 6th, 2015)

We are delivering this letter to you in connection with the proposed registration statement (the "Registration Statement"), by IT Management, Inc., a Nevada corporation (the "Company"), and certain Selling Security Holders named therein and each of you as initial shareholders of the Company.

Zaxis Intl Inc – Form of Lock-Up Agreement (August 5th, 2015)

The undersigned, a holder of common stock, par value $0.0001 per share (the "Common Stock"), or rights to acquire Common Stock upon the exercise of the outstanding Class B Warrants as described below, of Zaxis International Inc., a Delaware corporation (the "Company"), understands that the Company, as a condition to registering all of the undersigned's shares of Common Stock of the Company (the "Securities") in the registration statement on Form S-1 (the "Registration Statement") has requested that I execute this Lock-Up Agreement.

NET ELEMENT, INC. Form of Lock-Up Agreement April __, 2015 (May 1st, 2015)

This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated as of April __, 2015 (the "Subscription Date") by and among Net Element, Inc. (the "Company") and the investors party thereto (the "Buyers"), with respect to the issuance of the Company's Series A Convertible Preferred Shares, par value $0.01 per share (the "Preferred Shares") convertible or redeemable into shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.

NET ELEMENT, INC. Form of Lock-Up Agreement April __, 2015 (May 1st, 2015)

This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated as of April __, 2015 (the "Subscription Date") by and among Net Element, Inc. (the "Company") and the investors party thereto (the "Buyers"), with respect to the issuance of the Company's Series A Convertible Preferred Shares, par value $0.01 per share (the "Preferred Shares") convertible or redeemable into shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.

Pyxis Tankers Inc. – Form of Lock-Up Agreement (April 23rd, 2015)

In connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 22, 2015, by and among Pyxis Tankers Inc., a Marshall Islands corporation ("Pyxis" or the "Company"), Maritime Technologies Corp., a Delaware corporation, LookSmart, Ltd., a Delaware corporation, and LookSmart Group, Inc., a Nevada corporation, in order to induce the parties to consummate the transactions contemplated by the Merger Agreement, the undersigned agrees not to, either directly or indirectly, during the "Restricted Period" (as hereinafter defined):

Ener-Core Inc. – FORM OF LOCK-UP AGREEMENT ENER-CORE, INC. April __, 2015 (April 7th, 2015)

Reference is hereby made to that certain Exchange Agreement (the "Exchange Agreement"), dated as of April __, 2015 (the "Exchange Date") by and among Ener-Core, Inc. (the "Company") and the undersigned, with respect to the exchange of (i) Warrants issued pursuant to that certain Securities Purchase Agreement dated as of April 15, 2014 by and among the Company, the undersigned and certain other investors party thereto (the "Warrants"), representing the right to acquire shares of Company's common stock, par value $0.0001 per share (the "Common Stock"), for (ii) a number of shares of Common Stock set forth on the undersigned's signature page attached to the Exchange Agreement (the shares of Common Stock issued to the undersigned pursuant to the Exchange Agreement are referred to herein as the "Exchange Shares"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Exchange Agreement.

Tiger Media – Form of Lock-Up Agreement (March 26th, 2015)

Reference is made to that certain Merger Agreement and Plan of Reorganization, dated as of [ ], 2015 (the Merger Agreement), by and among Tiger Media, Inc. (Company), TBO Acquisition, LLC, The Best One, Inc. (TBO) and the other parties thereto. The execution and delivery of this Agreement by the undersigned is a condition to the closing of the Merger Agreement.

Form of Lock Up Agreement LOCKUP AGREEMENT (March 2nd, 2015)

THIS LOCKUP AGREEMENT (this Agreement) is made and entered into as of [] by and among [H], a Delaware corporation (Parent), [], a limited liability company formed under the laws of Hungary and an indirect, wholly owned subsidiary of Parent (Buyer), and , [a []][an individual and resident of []] (the Shareholder).

Real Goods Solar – REAL GOODS SOLAR, INC. Form of Lock-Up Agreement February , 2015 (February 24th, 2015)