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THIS LOCK-UP AGREEMENT (this “Agreement”) is entered into by and between
[NAME OF STOCKHOLDER] (the “Stockholder”) and [NAME OF COMPANY], a [___]
corporation (the “Company”), as of [ ], 20[ ].
WHEREAS, the Stockholder holds common stock, $[ ] par value per share, of the
Company (the “Common Stock”) or securities convertible into or exercisable for Common
Stock (collectively, “Securities”);
WHEREAS, the Company believes it is in the best interests of its stockholders to
establish an orderly trading market for shares of the Common Stock; and
WHEREAS, the Company desires that the Stockholder refrain from selling Securities
held by the Stockholder in order to encourage orderly trading in shares of the Common Stock;
NOW THEREFORE, in consideration of the premises and the mutual covenants
contained in this Agreement, the parties agree as follows:
Lock-Up of Securities.
The Stockholder agrees that, without the prior written consent of the Company,
until the [earlier of] the [first] anniversary of the date of this Agreement [or a Change in Control
(as defined in the Company’s [NAME OF STOCK OPTION PLAN])], the Stockholder will not
offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with
respect to (collectively, a “Disposition”) an