| name | lock-up-agreement |
| title | Lock-Up Agreement |
| description | Drafts U.S. IPO/secondary offering lock-up agreements restricting securityholder transfers and hedging during the post-offering period. Trigger when drafting lock-up agreements, market stand-off letters, or underwriting lock-up exhibits in capital markets transactions. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/lock-up-agreement |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | capital-markets |
| language | en |
| tags | ["agreement","corporate","drafting","regulatory","transactional"] |
Lock-Up Agreement
Drafts a market-standard lock-up agreement protecting post-offering price stability, aligned with the underwriting agreement. Covers Rule 13d-3 beneficial ownership scope, derivative/hedge prohibitions, permitted transfer conditions, transferee joinders, and underwriter third-party beneficiary rights.
Prerequisites
Collect before drafting:
- Underwriting agreement — lock-up period, form, release mechanics, representative name
- Securityholder details — name, capacity, entity type, address, beneficial ownership scope
- Issuer details — legal name, jurisdiction, offering type (IPO vs secondary), security class
- Equity awards inventory — options, RSUs, warrants, convertibles, ESPP, other awards
- Existing transfer restrictions — stockholders' agreement, registration rights, ROFR/repurchase
Document Outline
- Title, date, addressee (representative of underwriters), parties
- Recitals — offering context, underwriting agreement reference, consideration
- Definitions — "Lock-Up Period," "Common Stock," "Beneficial Ownership" (Rule 13d-3)
- Lock-Up Covenant — transfer and hedging restrictions
- Lock-Up Period — start/end formula, early release language
- Extension — earnings/material news blackout extension [VERIFY]
- Permitted Transfers — categories + conditions
- Representations and Authority
- Enforcement — stop-transfer, legends, refusal to register
- Third-Party Beneficiary (underwriters)
- Waiver/Release mechanics
- Governing Law, Venue, Injunctive Relief
- Miscellaneous — amendments, waivers, counterparts, e-signatures, severability
- Signature blocks (individual/entity)
Core Covenant Checklist
- Prohibit direct or indirect offer, sell, pledge, lend, hypothecate, gift, assign, transfer
- Prohibit derivatives/hedges transferring economic exposure (cash or physical settlement)
- Cover beneficially owned securities under Rule 13d-3
- Cover securities issuable on conversion/exercise/vesting
- Apply to shares acquired during the Lock-Up Period
Key Clauses
Lock-Up Period: Begins on agreement date, ends [180] days after final prospectus date, unless earlier released in writing by the Representative.
Extension (if required): If the Company issues an earnings release or announces material news during [17] days before through [17] days after the Lock-Up Period end date, extend until [18] days after such release/announcement, unless waived by the Representative. [VERIFY]
