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Vringo, Inc. Message Board

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  • frankomd frankomd Jul 21, 2012 9:28 PM Flag

    Lock Up Agreement Is Huge

    Nice. See prior post for the link to the full document, but here's the excerpt:


    Lock-Up Agreement

    Following the closing of the Merger and after deliberation at the Board meeting held immediately following the 2012 Annual Meeting of Stockholders, each of the officers and directors of the Company immediately following the consumation of the Merger (collectively, the “Insiders”) delivered to the Company a lock-up agreement (each, a “Lock-Up Agreement” and collectively, the “Lock-Up Agreements”). Pursuant to the terms of the Lock-Up Agreements, the Insiders agreed that, for a period of six months following the closing of the Merger, without the prior written consent of the Company, they will not: (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell (including any short sale), sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock owned either of record or beneficially or may be deemed to be beneficially owned (as defined in the Exchange Act by the undersigned on the date hereof or hereafter acquired or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to do any of the foregoing (the “Lock-Up”).

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    • Thank you for posting the actual text. Folks, think about this. If you've Andrew Lang or any of the other officers and you've spent several years putting this company together and now you're committing to stay fully invested through the duration; you must be feeling pretty confident about the outcome. Like I said in my previous post, they're all, "all-in". There are some very smart and experienced people at the company, from both the technology and legal sides and they're basically saying (in no uncertain terms) they believe in their case and they're willing to keep their equity at risk. I'd even take it one step further and venture a guess that there must have been settlement offers made that gives them the level of confidence needed to make this kind of commitment.

 
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