This template may be used by an underwriter to provide a waiver to selling shareholders or other parties to a lock-up agreement who have agreed to restrictions in transacting in company shares after an initial public offering (IPO). The waiver releases the recipient from certain of the lock-up agreement’s restrictions. This template includes practical guidance, drafting notes, and optional clauses. In a standard IPO, the underwriters usually, as a condition of the underwriting agreement, require that certain company insiders (such as selling shareholders and directors and officers) agree to restrictions on selling their shares for a period of time immediately following the offering, pursuant to a lock-up agreement. This period, referred to as the lock-up period, typically lasts from 90 to 180 days after the date of an offering (with 180 days more typical in an IPO and 90 days in a follow-on offering). After the lock-up period expires, company insiders have the right, but not the ...