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Lock-up Signature Agreement

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LOCK-UP SIGNATURE AGREEMENT

This Lock-up Signature Agreement (the "Agreement") is made as of by and between Company Name: a corporation organized under the laws of with its principal place of business at , and Holder Name: whose address is .

RECITALS

WHEREAS, Holder is the legal and beneficial owner of shares of (the "Securities"), which are subject to this Agreement; and

WHEREAS, the Company contemplates a public offering or other transaction involving the registration of the Securities or other Company securities (the "Offering"), and the Company and its underwriters have requested that certain securityholders agree to restrictions on transfers of Securities for a specified period following the Offering to promote market stability and investor confidence; and

WHEREAS, Holder is willing to enter into this Agreement to evidence Holder's agreement to those restrictions in consideration of the mutual covenants and other good and valuable consideration set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:

"Lock-up Period" means the period commencing on the Effective Date and continuing for days thereafter, unless earlier released or extended as provided herein.

"Affiliate" means, with respect to a Holder, any entity controlling, controlled by, or under common control with such Holder, where "control" means the power to direct or cause the direction of management or policies, whether by ownership of voting securities, contract or otherwise.

2. LOCK-UP COVENANT

Subject to the exceptions in Section 3, during the Lock-up Period Holder covenants and agrees not to, directly or indirectly, offer, pledge, sell, contract to sell, hypothecate, grant any option for the sale of, make any short sale of, dispose of, transfer, assign or otherwise encumber any beneficial interest in any Securities owned by Holder as of the Effective Date, or any interests therein, or enter into any transaction that is designed to or could reasonably be expected to result in the disposition of the economic consequences of ownership of such Securities, without the prior written consent of the Company.

3. EXCEPTIONS

Notwithstanding Section 2, the foregoing restrictions shall not apply to:

(a) transfers of Securities as a bona fide gift or by will or intestacy, provided that the transferee agrees in writing to be bound by the terms of this Agreement prior to the effectiveness of the transfer; or

(b) transfers by Holder to any Affiliate of Holder, provided that such Affiliate delivers to the Company a written agreement to be bound by the terms of this Agreement and such transfer is not a sale for consideration; or

(c) transfers approved in writing by the Company in its sole discretion; or

(d) dispositions pursuant to a court order, levy or other compulsory process, provided that Holder provides prompt written notice to the Company and the transferee complies with the obligations of this Agreement.

4. EFFECT OF TRANSFER

Any permitted transferee of Securities shall execute and deliver to the Company a written agreement accepting and agreeing to be bound by the terms of this Agreement prior to or contemporaneously with such transfer. Such transferee shall be subject to all restrictions, obligations and remedies applicable to Holder hereunder to the same extent as if such transferee were an original party hereto.

5. REPRESENTATIONS AND WARRANTIES

Holder represents and warrants to the Company that: (a) Holder has full power and authority to enter into and perform this Agreement and to grant the restrictions and covenants set forth herein; (b) Holder is the legal and beneficial owner of the Securities subject to this Agreement free and clear of any lien, pledge, encumbrance or adverse claim (other than restrictions under federal or state securities laws); and (c) the execution, delivery and performance of this Agreement by Holder will not violate any agreement, instrument, law, rule or regulation binding on Holder.

The Company represents and warrants to Holder that the Company has full power and authority to enter into and perform this Agreement and that, upon execution and delivery, this Agreement will be a valid and binding obligation of the Company enforceable in accordance with its terms.

6. ENFORCEMENT; REMEDIES

Holder acknowledges that monetary damages may be an inadequate remedy for breach of this Agreement and that, in addition to any other rights and remedies available at law or in equity, the Company shall be entitled to seek specific performance, injunctive relief, or other equitable relief to enforce the provisions hereof without the requirement of posting bond or other security. Remedies provided herein shall be cumulative and not exclusive.

7. TRANSFER PROCEDURES

Any transfer permitted under this Agreement shall be effected in accordance with applicable transfer procedures of the Company and its transfer agent, including, where applicable, the delivery of stock certificates or transfer documentation bearing appropriate restrictive legends and endorsements. Transfer Agent Name:

8. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth below (or to such other address as a party designates by notice in accordance with this Section).

9. AMENDMENT; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by the Company and Holder. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party granting the waiver. No failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of the State of , without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT

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, relating to such subject matter.

12. SEVERABILITY

If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent; if such modification is not possible, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS

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. Facsimile or electronically transmitted signatures shall be deemed originals for all purposes.

14. ATTORNEYS' FEES AND COSTS

In the event of any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements in addition to any other relief awarded.

15. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The obligations and restrictions set forth herein shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and permitted assigns.

Company:

By:

Date:

Holder:

By:

Date:

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What a Lock-up Signature Agreement Is and When It Applies

A Lock-up Signature Agreement is a contract used to restrict transfers or dispositions of securities, equity interests, or other specified assets for a defined period following a transaction or corporate event. It records parties' consent to the transfer restrictions, identifies the securities covered, and sets the delay or vesting schedule. The agreement often appears in M&A, IPO, private placement, and investor-side contexts to ensure orderly ownership transitions and protect market integrity while preserving remedies for breach.

Why this agreement matters for issuers and investors

A Lock-up Signature Agreement preserves transaction stability by preventing immediate resale, aligning incentives, and protecting underwriting or valuation assumptions. It clarifies transfer conditions, reduces market disruption, and creates contractual remedies for violations, improving predictability for all parties.

Why this agreement matters for issuers and investors

Typical parties who prepare and sign these agreements

Key stakeholders typically involved when a lock-up is required.

  • Issuers and corporate officers — Companies or their authorized officers who must limit insider sales during lock-up periods to support an offering or transaction.
  • Investors and insiders — Founders, institutional investors, and executives who agree to restrictions in exchange for participation or favorable terms.
  • Counsel and transfer agents — Lawyers, transfer agents, and securities administrators who draft, review, and enforce the agreement terms.

These roles ensure the agreement is enforceable, properly executed, and integrated with related transfer mechanics.

Who typically signs and why

Authorized Signatory — Chief Legal Officer

The issuer's chief legal officer or other authorized signatory signs to bind the company, confirm board approvals, and ensure representations about issuance and authority are accurate. Their execution confirms corporate compliance with charter and securities law processes and triggers the agreement's effective date.

Investor Representative — Fund Manager

A named representative for investors or funds signs to confirm acceptance of transfer restrictions, acknowledge trading limitations, and represent authority to bind beneficial owners. This prevents later challenges to signature validity or authority.

Core elements to include in a professional lock-up agreement

A complete agreement should be concise but comprehensive. Include definitions, scope of restricted securities, duration, permitted transfers, remedies, and signature/acknowledgement provisions to reduce later disputes.

Restricted Securities

Clear identification of classes, series, or certificate ranges subject to the lock-up, including account numbers or CUSIPs where applicable to avoid ambiguity and enforce precisely.

Lock-up Duration

Specific start and end dates or event-based triggers (e.g., 180 days after IPO) that determine when transfer restrictions lapse or change.

Permitted Transfers

Enumerated exceptions such as transfers to affiliates, estate planning, or transfers by operation of law, including notice or pre-approval mechanics for permitted moves.

Representations

Statements by signatories about authority, ownership, and absence of conflicting obligations that help support enforceability and mitigate fraud claims.

Remedies

Contractual remedies for breach — injunctive relief, damages, indemnity, and costs — and any agreed dispute-resolution process such as arbitration or choice of forum.

Signature Blocks

Clear, dated signature blocks for all parties, with printed names, titles, and witness or notarization fields if required by governing law or corporate policy.

Step-by-step: filling and finalizing a Lock-up Signature Agreement

Follow a consistent sequence to reduce errors: prepare the draft, confirm parties and securities, obtain signatures, and archive executed copies for compliance.

  • 01
    Prepare draft: Populate parties, security details, and term language accurately.
  • 02
    Confirm authority: Verify signers have corporate authority or proper powers of attorney.
  • 03
    Collect signatures: Obtain signatures in the required format and record signer authentication.
  • 04
    Record and distribute: Save executed copies and share with transfer agent and legal counsel.

How the signing and routing process typically works

Standard execution involves sender setup, signer authentication, signing action, and distribution of the completed record with an audit trail for future verification.

  • Sender prepares: Upload document and place signature and date fields.
  • Signer receives: Email or link delivered; optional SMS or KBA authentication.
  • Signer executes: Signer reviews and applies an electronic signature.
  • Archive and notify: System stores signed PDF and notifies parties automatically.

Recommended online workflow settings for consistent execution

Configure authentication, field behavior, and routing before sending to ensure the agreement collects required metadata and meets compliance expectations.

Field Configuration
Signature Authentication Email with optional SMS OTP or KBA for higher assurance
Conditional Fields Show witness/notary fields only when required
Bulk Send Enable for issuing identical lock-ups to many holders
Audit Trail Capture IP, timestamps, and signer actions

Technical and integration considerations for eSigning

Confirm platform capabilities before eSigning to meet authentication, retention, and integration needs.

  • Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
  • File formats: PDF, DOCX, HTML, Excel
  • Security: AES-256 at rest; TLS 1.2/1.3 in transit

Choose a platform that supports required authentication, audit trails, and API integration to sync signed records with transfer agents and corporate systems.

Common timelines and deadlines to track

Track effective dates, expiration, and filing or notice obligations tied to the lock-up to avoid inadvertent transfers or missed cure periods.

Effective Date:

Document's MM/DD/YYYY start date; begins restriction period immediately.

Signing Deadline:

Date by which parties must sign to be bound; often tied to closing.

Lock-up Expiration:

Specified end date or event (e.g., 180 days post-IPO) when restrictions lift.

Required Notices:

Period for notice of permitted transfers or required approvals if triggered.

Record Submission:

Timing to deliver executed copy to transfer agent or counsel for processing.

Key milestones and processing stages

Sequential stages from drafting through post-execution tasks should be assigned owners and deadlines to ensure compliance with lock-up terms.

01

Drafting and Review

Legal drafts and board approvals; verify clarity and authority.

02

Execution Window

Collect signatures within agreed timeframe, log execution dates.

03

Delivery to Transfer Agent

Provide executed copies and instructions for transfer restrictions.

04

Ongoing Monitoring

Track permitted transfers and maintain compliance logs.

Security and compliance features to verify for signed records

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Timestamped actions and signer IP
Access Controls: Role-based permissions and SSO
HIPAA Support: BAA available where required
21 CFR Part 11: Controls for FDA-regulated records
Certifications: SOC 2 Type II, ISO 27001

Principal legal risks and potential consequences

Breach Claim: Monetary damages or injunction
Enforceability Challenge: Void or voidable if signature authority absent
Regulatory Risk: Securities law consequences if disclosures fail
Tax Impacts: Withholding or reporting issues if transfers misreported
Processing Delays: Transfer rejections by transfer agent
Reputational Harm: Investor disputes and market uncertainty

Common preparation mistakes to avoid

  • Using informal or ambiguous securities descriptions that create enforcement disputes and delay transfer agent processing.
  • Missing or incorrect signatory authority which can render the agreement unenforceable and expose parties to breach claims.
  • Failing to document permitted transfer exceptions clearly, resulting in litigation over whether a transfer fit an exception.
  • Neglecting to record or distribute the fully executed agreement to the transfer agent and counsel, causing processing rejection.

Pricing and capability comparison for eSignature solutions

Compare starting prices and key capabilities for commonly used eSignature providers. signNow is listed first per comparison guidelines.

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 by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies Varies Varies

Real-world examples of signing workflows

Practical examples show how teams use electronic signing to execute lock-ups and deliver executed copies to stakeholders quickly.

Optica Ventures (Brian Fitzgibbons)

Their team adopted an electronic workflow to collect investor lock-ups quickly.

  • The interface reduced back-and-forth on signature collection.
  • The simple signing flow made it easier for remote investors to execute and for counsel to archive complete records.

Martin Properties (Tim Martin)

A smaller issuer used online signing for founder and investor lock-ups.

  • Execution was completed remotely, avoiding in-person meetings.
  • The result preserved the offering timetable, ensured compliance, and provided an auditable trail for transfer agent submission.

Frequently asked questions and practical answers

Answers to common questions about validity, signing methods, witnesses, and post-execution handling for Lock-up Signature Agreements.


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