Can this be e-signed?

Yes. Electronic execution is generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Ensure signer intent and consent, clear attribution, and retention so the record can be reproduced if challenged.

Is notarization required?

Not typically. Lock-up agreements are private contracts and usually do not require notarization. If a related transfer instrument or state practice requires notarization, follow that requirement; notarization can aid evidentiary weight.

Authorized officers, registered owners, or authorized agents should sign. If a corporate entity signs, include the signer's printed name and title and confirm authority via corporate resolution where necessary.

What if a signer won't consent?

Lack of consent or refusal to accept electronic execution can undermine enforceability. If a party refuses e-signature, obtain a handwritten ink signature on paper to ensure a binding result.

How long are lock-ups?

Durations are contractual and commonly 90 or 180 days after an offering. Parties may negotiate alternate lengths; the form should list exact dates or a precise calculation method tied to a specified event.

How should signed forms be stored?

Retain signed copies and audit trails in tamper-evident, read-only storage. Preserve metadata (timestamps, IP, signer authentication) and follow federal and industry retention rules for evidentiary support.

Electronic Signature
Templates
Legal
Lock Up Agreement Form

Lock Up Agreement Form

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

LOCK-UP AGREEMENT

This Lock-Up Agreement (the Agreement) is entered into as of by and between Company Name: , a organized under the laws of , with principal place of business at (the Company), and Holder Name: , an individual/entity with an address at (the Holder). The Company and the Holder are each a Party and together the Parties.

RECITALS

WHEREAS, the Holder is the record and/or beneficial owner of shares of the Company's (the Securities); and

WHEREAS, in connection with a contemplated offering, financing, sale or other transaction involving the Company, the Company has requested that the Holder agree to restrictions on the transfer of the Securities to promote market stability and the orderly distribution of the Company's securities; and

WHEREAS, the Holder is willing to enter into this Agreement to induce the Company to proceed with such transaction.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Lock-Up Period" means the period beginning on the Effective Date and continuing for months (the Lock-Up Period). "Affiliate" means, with respect to any person, any other person that, directly or indirectly, controls, is controlled by or is under common control with such person.

2. AGREEMENT TO REFRAIN FROM TRANSFER

During the Lock-Up Period, the Holder shall not, without the prior written consent of the Company (which consent may be withheld or conditioned in the Company's sole discretion), directly or indirectly: (a) offer, sell, contract to sell, pledge, assign, hypothecate, transfer, grant any option for the transfer of, or otherwise dispose of any Securities; or (b) enter into any transaction that would have the economic effect of transferring for value, including any short sale or similar arrangement. Any attempted transfer in violation of this Section 2 shall be null and void and of no force or effect.

3. EXCEPTIONS

Notwithstanding Section 2, the following shall be permitted without the Company's prior written consent: (a) transfers by gift or domestic relations order or pursuant to the Holder's will or intestacy to the Holder's immediate family or trusts for the benefit of the Holder or immediate family provided that any transferee shall execute and deliver a counterpart of this Agreement agreeing to be bound hereby; (b) transfers to an Affiliate of the Holder, provided that the transferee Affiliate executes and delivers a counterpart of this Agreement; and (c) transfers approved in writing by the Company. Any transfer permitted under this Section 3 shall be subject to the restrictions and covenants of this Agreement.

4. LEGEND; BOOK-ENTRY

The Holder agrees that, if certificated, any certificate representing the Securities shall bear a legend referencing this Agreement and the applicable transfer restrictions. If the Securities are held in book-entry form, the Holder will cause the transfer agent or registrar to place appropriate restrictions in its records. The Company shall have the right to refuse to register any transfer of Securities that does not comply with this Agreement.

5. REPRESENTATIONS AND WARRANTIES OF HOLDER

The Holder represents and warrants to the Company that: (a) the Holder has full right, power and authority to enter into this Agreement and to perform its obligations hereunder; (b) if the Holder is an entity, this Agreement has been duly authorized by all requisite corporate or other organizational action; (c) the Holder is the beneficial owner of the Securities free and clear of any liens, pledges or encumbrances except as disclosed in writing to the Company; and (d) the execution, delivery and performance of this Agreement will not violate any agreement, law or order binding on the Holder.

6. ENFORCEMENT; REMEDIES

The Holder agrees that monetary damages would be an inadequate remedy for a breach of this Agreement and that the Company shall be entitled to injunctive and other equitable relief to prevent or remedy any breach or threatened breach of this Agreement in addition to any other remedies available at law or in equity. The Holder further agrees to pay all costs and expenses, including reasonable attorneys' fees, incurred by the Company in enforcing its rights under this Agreement upon a final judicial determination of the Holder's breach.

7. INDEMNIFICATION

The Holder shall indemnify and hold harmless the Company, its officers, directors and agents from and against any losses, claims, damages or liabilities (including reasonable attorneys' fees) arising out of or resulting from any breach of any representation, warranty or covenant of the Holder contained in this Agreement, except to the extent such loss results from the Company's gross negligence or willful misconduct.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses below, and shall be deemed given upon receipt.

Company Notice Address: Holder Notice Address:

9. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Each Party irrevocably consents to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the greatest extent possible, the original intent.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended, modified or waived only by a written instrument signed by the Party against whom enforcement is sought. No failure or delay by any Party in exercising any right hereunder shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic image shall be binding.

12. MISCELLANEOUS

The provisions of this Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. The Holder may not assign this Agreement except as permitted by Section 3. Headings are for reference only and shall not affect interpretation.

Company

Printed Name:

By:

Date:

Holder

Printed Name:

By:

Date:

What the Lock Up Agreement Form Is and When It's Used

The Lock Up Agreement Form is a written contract used to restrict sale, transfer, or disposition of equity or other securities for a defined period, commonly in IPOs, mergers, or private financings. It records the parties, the securities covered, the lock-up duration, permitted transfers and carve-outs, notice obligations, and remedies for breach. The form clarifies obligations of insiders, founders, and early investors and helps underwriters manage post-offering supply. It may be executed electronically where parties consent and applicable law permits, provided ESIGN (15 U.S.C. ch. 96) and UETA requirements are met.

Why a Lock Up Agreement Form Matters in Transactions

A Lock Up Agreement Form reduces market uncertainty by preventing immediate resale of substantial holdings, aligns stakeholder expectations, and supports underwriting stability. It protects perceived offering value, clarifies rights and obligations, and supplies remedies that underwriters and issuers rely on when managing public or large private transactions.

Who Typically Executes a Lock Up Agreement Form

Typical parties who use the Lock Up Agreement Form include corporate insiders, investors, and underwriting syndicates in securities transactions.

Founders and executives — restricts resale of shares during offering period.
Early investors and venture funds — preserves IPO pricing and prevents immediate exits.
Underwriters and issuers — used to ensure market stability after offering.

Use varies by transaction type; legal counsel and underwriter input is standard before final execution.

Core Sections to Include in a Professional Lock Up Agreement Form

A complete Lock Up Agreement Form organizes its provisions so parties can quickly locate scope, duration, carve-outs, permitted transfers, remedies, and signature blocks for clarity and enforceability.

Scope

Define which securities and holders are subject to the lock-up, including classes, convertibles, options, and rules for indirect holdings to avoid later disputes about coverage.

Duration

Specify precise start and end dates or an exact calculation method tied to an event (for example, closing or IPO pricing) and address any extension or acceleration triggers.

Covered Securities

List shares, warrants, options, and convertible instruments with identification details where available and include aggregation rules for holdings held through entities or trusts.

Permitted Transfers

Enumerate allowed transfers such as gifts to family, transfers to affiliates, estate planning moves, or transfers subject to issuer consent and any required notice procedures.

Carve-Outs

Detail standard carve-outs for underwriter-directed distributions, transfers by operation of law, affiliate reorganizations, and transactions approved in writing by the issuer or underwriters.

Enforcement

Specify remedies such as injunctions, specific performance, liquidated damages, indemnity obligations, dispute resolution method, and the governing law for interpretation.

Step-by-Step: How to Fill Out and Execute a Lock Up Agreement Form

Follow these steps to finish and execute a Lock Up Agreement Form accurately, either on paper or using an eSignature platform.

01

Gather information: Collect party names, share classes, and complete ownership schedules.
02

Draft precise terms: Specify securities, exemptions, duration, and governing law in unambiguous language.
03

Review with counsel: Obtain legal review to confirm securities-law and disclosure compliance.
04

Execute and retain: All parties sign; store signed copies and the complete audit trail securely.

Typical eSigning Workflow for a Lock Up Agreement Form

An efficient electronic workflow aligns document preparation, signer verification, signing, and secure archival while preserving an auditable evidence trail.

Upload document: Prepare final PDF or DOCX with fillable fields.
Assign fields: Place signature, date, and ownership schedule fields for each signer.
Authenticate signer: Use email, SMS code, or stronger verification based on risk.
Complete and archive: Store signed PDF with audit trail and metadata.

Platform and File Requirements for Electronic Execution

Digital signing of Lock Up Agreement Forms requires secure signer authentication, immutable audit trails, and support for common file formats.

Integrations: Salesforce, NetSuite, Microsoft 365 supported.
File types: PDF and Word (DOCX) supported.
Authentication: Email, SMS code, or stronger methods.

Security and Compliance Elements to Include with the Form

Encryption: TLS 1.2/1.3 in transit.

Access Controls: Role-based access and MFA.

Audit Trail: Timestamps, IP, action log.

HIPAA Handling: BAA required for PHI.

ESIGN/UETA: Meets ESIGN Act standards.

Retention Policy: Store per retention timeline and regs.

Common Mistakes to Avoid When Preparing a Lock Up Agreement Form

Failing to identify all types of securities and indirect holdings creates scope ambiguity that can nullify restrictions or lead to litigation.
Using relative or unclear start and end dates lets parties argue about when the lock-up applies, undermining enforceability.
Not obtaining required consents from underwriters or issuers for specified transfers can trigger breaches and enforcement actions.
Unsigned, undated, or mismatched signer names risk non-enforceability; e-signatures require explicit consent and clear attribution under ESIGN.

Penalties and Legal Risks of an Incorrect or Incomplete Form

Contract Void: Ambiguity may void agreement

Monetary Damages: Potential compensatory damages

Injunction: Court may order injunctive relief

Tax Consequences: Unintended transfer tax events

Reputational Risk: Public disputes harm reputation

Regulatory Scrutiny: SEC interest in disclosure

Key Timing Items and Common Deadlines for Lock Up Agreements

Set explicit effective dates, compute duration precisely, and include notice and cure windows tied to the overall transaction timetable.

Effective Date:

Enter MM/DD/YYYY; tie to closing, pricing, or filing event

Typical Duration:

Most lock-ups run 90 or 180 days post-offering; parties may negotiate otherwise

Notice Requirements:

Specify how and when parties must deliver transfer notices and obtain consents

Cure Period:

State any cure windows for technical breaches before enforcement

Execution Deadline:

Set a date for return of signed copies to align with offering timetable

How a Lock Up Agreement Differs from a Shareholder Agreement

Comparing documents clarifies when to use a Lock Up Agreement Form versus a broader shareholder agreement covering ongoing governance.

Criteria	Lock-Up Agreement	Shareholder Agreement
Typical Parties	insiders	all shareholders
Duration	short-term (90–180 days)	ongoing
Filing Required
Common Remedies	injunctions	contract damages

eSignature Vendor Pricing and Feature Comparison for Lock Up Agreement Workflows

Basic vendor pricing and feature comparison for eSignature solutions commonly used to execute Lock Up Agreement Forms in U.S. transactions.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions About the Lock Up Agreement Form

Answers to common questions about completing, signing, enforcing, and retaining Lock Up Agreement Forms, including eSignature and compliance concerns.

Need help? Contact support

Can this be e-signed?
Yes. Electronic execution is generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Ensure signer intent and consent, clear attribution, and retention so the record can be reproduced if challenged.
Is notarization required?
Not typically. Lock-up agreements are private contracts and usually do not require notarization. If a related transfer instrument or state practice requires notarization, follow that requirement; notarization can aid evidentiary weight.
Who should sign?
Authorized officers, registered owners, or authorized agents should sign. If a corporate entity signs, include the signer's printed name and title and confirm authority via corporate resolution where necessary.
What if a signer won't consent?
Lack of consent or refusal to accept electronic execution can undermine enforceability. If a party refuses e-signature, obtain a handwritten ink signature on paper to ensure a binding result.
How long are lock-ups?
Durations are contractual and commonly 90 or 180 days after an offering. Parties may negotiate alternate lengths; the form should list exact dates or a precise calculation method tied to a specified event.
How should signed forms be stored?
Retain signed copies and audit trails in tamper-evident, read-only storage. Preserve metadata (timestamps, IP, signer authentication) and follow federal and industry retention rules for evidentiary support.

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