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As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/17/15 Cambridge Holdco Corp. S-4 10:3.4M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 2.05M
Business-Combination Transaction
2: EX-10.14 Material Contract HTML 13K
3: EX-10.15 Material Contract HTML 13K
4: EX-10.16 Material Contract HTML 54K
5: EX-10.17 Material Contract HTML 54K
6: EX-10.19 Material Contract HTML 44K
7: EX-10.20 Material Contract HTML 43K
8: EX-10.21 Material Contract HTML 43K
9: EX-23.1 Consent of Experts or Counsel HTML 7K
10: EX-23.2 Consent of Experts or Counsel HTML 6K
| EX-10.15 |
Exhibit 10.15
LOCK-UP AGREEMENT
Cambridge Capital Acquisition Corporation
525 South Flagler Drive, Suite 201
West Palm Beach, Florida 33401
Ladies and Gentlemen:
In connection with the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of September 6, 2015, by and among Cambridge Capital Acquisition Corporation (“Cambridge”), Cambridge Holdco Corp. (“Holdco”), Ability Computer & Software Industries Ltd. (the “Company”), and each of the persons or entities listed under the caption “Signing Securityholders” on the signature page thereto, to induce the parties to consummate the transactions contemplated by the Merger Agreement, the undersigned agrees not to, either directly or indirectly, during the “Restricted Period” (as hereinafter defined):
| (1) | sell or offer or contract to sell or offer, grant any option or warrant for the sale of, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of (all being referred to as a “Transfer”) any legal or beneficial interest in any Surviving Pubco Shares (as defined in the Merger Agreement) and, if and as required by the ITA (as defined in the Merger Agreement), warrants, issued to the undersigned in connection with the Merger Agreement (the “Restricted Securities”); for the avoidance of doubt, if any shares of Holdco are acquired by the undersigned after the Closing Date in any open-market transaction, such shares shall not be deemed a “Restricted Security” hereunder, |
| (2) | enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any of the Restricted Securities, whether such swap transaction is to be settled by delivery of any Restricted Securities or other securities of any person, in cash or otherwise, or |
| (3) | publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any of the Restricted Securities (it being understood that the foregoing shall not prohibit the undersigned from making any such disclosure to the undersigned’s existing or potential shareholders, members, partners, Affiliates, general partners, directors, officers, employees or partners, and their respective shareholders, members, partners, Affiliates, general partners, directors, officers, employees or partners, in each case on a confidential basis). |
As used herein, “Restricted Period” means the period commencing on the Closing Date (as defined in the Merger Agreement) and ending two years from the end of the full fiscal year in which Closing occurs.
Notwithstanding the foregoing limitations, this Lock-Up Agreement will not prevent any Transfer of up to ten percent (10%) of the Restricted Securities during the Restricted Period subject to the provisions of Section 103C(9) of the Income Tax Ordinance (New Version), 5721-1961 of the laws of the State of Israel.
Nothing in this Lock-Up Agreement shall prevent the establishment by the undersigned of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934, as amended; provided that it shall be a condition to the establishment of any such Plan that no sales of Holdco’s share capital shall be made pursuant to such a plan prior to the expiration of the Restricted Period; and provided, further, such a Plan may only be established if no public announcement of the establishment or the existence thereof, and no filing with the U.S. Securities and Exchange Commission or any other regulatory authority shall be required or shall be made voluntarily by the undersigned, Holdco or any other person, prior to the expiration of the Restricted Period.
The undersigned hereby authorizes Holdco’s transfer agent to apply to any certificates representing Restricted Securities issued to the undersigned the appropriate legend to reflect the existence and general terms of this Lock-up Agreement.
This Lock-Up Agreement shall automatically terminate and be of no further force or effect upon the earlier to occur of (i) the termination of the Merger Agreement (ii) the first Business Day (as defined in the Merger Agreement) following the expiration of the Restricted Period; and as otherwise permitted by the ITA.
This Lock-up Agreement will be legally binding on the undersigned and on the undersigned’s successors and permitted assigns, and is executed as an instrument governed by the law of New York.
[Signature page follows]
2
SIGNATURE PAGE TO THE LOCK-UP AGREEMENT
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| This ‘S-4’ Filing | Date | Other Filings | ||
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| Filed on: | 9/17/15 | None on these Dates | ||
| 9/6/15 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/02/22 Ability Inc. 6-K 3/02/22 19:30M EdgarAgents LLC/FA 11/25/15 SEC UPLOAD¶ 10/07/17 1:139K Ability Inc. 11/13/15 SEC UPLOAD¶ 10/07/17 1:140K Ability Inc. 10/14/15 SEC UPLOAD¶ 10/07/17 1:186K Ability Inc. |