Unassociated Document


     

    
      Exhibit
        10.3

      

        LOCK-UP
          AND TRADING RESTRICTION AGREEMENT

         

        LOCK-UP
          AND TRADING RESTRICTION AGREEMENT, dated as of _______, 2008 (the “Agreement”),
          by
          and among [___________] (the “Stockholder”),
          Fortissimo Acquisition Corp., a Delaware corporation (“Parent”)
          and
          [_________] (the “Trading
          Restriction Administrator”).
          Capitalized terms used and not otherwise defined herein shall have the
          respective meanings assigned to them in the Merger Agreement referred to
          below.

         

        WHEREAS,
          the execution of this Agreement is a condition to closing of the Agreement
          and
          Plan of Merger and Interests Purchase Agreement, dated as of January 15,
          2008,
          by and among Parent, FAC Acquisition Sub Corp., a New York corporation
          and
a
          wholly-owned subsidiary
          of Parent (“Merger
          Sub”),
          Psyop, Inc., a New York corporation (the “Company”),
          Psyop
          Services, LLC, a New York limited liability company, Justin Booth-Clibborn,
          Hejung Marie Hyon, Justin Lane, Kylie Matulick, Eben Mears, Robert Todd
          Mueller,
          Samuel Selinger, Marco Spier and Christopher Staves (collectively, the
          “Stockholders”)
          and
          the Stockholders’ Representative (the “Merger
          Agreement”).

         

        WHEREAS,
          as a condition to the willingness of Parent to enter into the Merger Agreement,
          Parent has requested that the Stockholder agree to be bound by the terms
          of this
          Agreement.

         

        WHEREAS,
          Parent,
          the Stockholders and the Trading Restriction Administrator (the “Parties”)
          desire
          to establish the terms and conditions of this Agreement.

         

        NOW,
          THEREFORE, in consideration of the foregoing and the mutual covenants and
          agreements contained herein, and intending to be legally bound hereby,
          the
          parties hereby agree as follows:

         

        Section
          1.  Lock-up.
          The
          Stockholder hereby agrees as follows:

         

        (a)  As
          of the
          Closing Date, the Stockholder shall be entitled to receive a certain number
          of
          shares of Parent Common Stock (the “Stockholder
          Shares”)
          as set
          out in the Merger Agreement. 

         

        (b)  Except
          as
          provided pursuant to subsection (c) below, the Stockholder will not, without
          the
          prior written consent of Parent, which consent may be withheld for any
          reason,
          directly or indirectly, (i) offer, pledge, hypothecate, sell, contract to
          sell, enter any agreement to sell, sell any option or contract to purchase,
          purchase any option or contract to sell, grant any option, right or warrant
          for
          the sale of, or otherwise dispose of or transfer any Stockholder Shares,
          or file
          any registration statement under the United States Securities Act of 1933,
          as
          amended, with respect to any of the foregoing, or (ii) 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 any Stockholder Shares,
          whether any such transaction is to be settled by delivery of Parent Common
          Stock
          or other securities, in cash or otherwise.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (c)  Notwithstanding
          the foregoing, the Stockholder is permitted to offer, pledge, hypothecate,
          sell,
          contract to sell, enter into any agreement to sell, sell any option or
          contract
          to purchase, purchase any option or contract to sell, grant any option,
          right or
          warrant for the sale of, or otherwise dispose of or transfer Stockholder
          Shares
          according to the schedule set forth below:

         

        
          	
                  12
                    months after the Closing Date (the “Initial
                    Release Date”)

                	
                  33.33%
                    of the Stockholder Shares

                
	 	 
	
                  12
                    months after the Initial Release Date (the “Final
                    Release Date”)

                	
                  100.00%
                    of the Stockholder Shares

                


        

        


         

        In
          the
          event the Stockholder attempts to transfer or otherwise dispose of the
          Stockholder Shares in violation of Section 1(b) prior to the Final Release
          Date,
          such transfer shall have no force and effect. 

         

        Furthermore,
          any certificate representing Stockholder Shares shall have a legend
          substantially as follows:

         

        “THE
          SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR
          OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
          UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION
          TO THE
          EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

         

        THE
          SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AND TRADING
          RESTRICTION AGREEMENT BETWEEN THE HOLDER AND THE
          CORPORATION.”

         

        (d)  The
          Stockholder agrees and consents to the entry of stock transfer instructions
          with
          Parent’s transfer agent against the transfer of any Stockholder Shares held by
          the Stockholder and subject to this Agreement except in compliance with
          the
          foregoing restrictions.

         

        Section
          2.  Trading
          Restrictions.
          

         

        (a)  Subject
          to Section 2(b) below, for a period of two (2) years following the Initial
          Release Date, each Stockholder agrees that the Stockholders may not, as
          a group,
          directly or indirectly, sell, offer to sell, grant any option for the sale
          of,
          assign, transfer, pledge, hypothecate, or otherwise encumber or dispose
          of
          (“Transfer”)
          to any
          Third Party any legal or beneficial interest in shares of Parent Common
          Stock
          (the “Shares”)
          (whether pursuant to a registration statement or otherwise), on any given
          day,
          constituting more than 10% of the average daily trading volume of Parent
          Common
          Stock over the 20 trading days before such day, nor can the Stockholders,
          as a
          group, Transfer, in any given week, more than 30% of the average daily
          trading
          volume of Parent Common Stock over the 20 trading days before such week.
          If the
          Stockholders, as a group, request to Transfer more than the foregoing amounts,
          then all such requesting Stockholders shall be restricted from the Transfer
          of
          Shares, on a pro rata basis, so as not to exceed the foregoing amounts,
          in
          accordance with the provisions of Section 3. “Third
          Party”,
          for
          purposes of this Agreement, means any Person other than: (i) a Stockholder;
          (ii)
          the spouse, parent, sibling or descendants of a Stockholder; (iii) any
          trusts
          for the benefit of a Stockholder, or (iv) all Persons Affiliated with,
          principally owned by and/or organized or operating for the benefit of any
          of the
          foregoing, in each case, so long as such Person agrees to be bound by this
          Agreement, including the restrictions set forth in this Section 2, by the
          execution and delivery of an Addendum in the form of Schedule
          B.
          For
          purposes of this Agreement, “Affiliate”
means,
          with respect to any Person, any other Person that controls, is controlled
          by or
          is under common control with the first Person.

         

        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

        

        (b)  Notwithstanding
          Section 2(a) above or any other provision of this Agreement to the contrary,
          any
          Stockholder may Transfer any or all of its Shares to any Third Party if
          such
          Transfer (i) is executed as a private sale not executed upon any exchange
          or
          through any public securities market and (ii) such Third Party agrees to
          be
          bound by this Agreement, including the restrictions set forth in this Section
          2,
          by the execution and delivery of an Addendum in the form of Schedule
          B.

         

        (c)  Whenever
          a Stockholder desires to Transfer any Shares, the Stockholder shall make
          a
          request in writing to the Trading Restriction Administrator, in accordance
          with
          the instructions contained in Schedule
          A
          attached
          hereto, not later than Noon, Eastern time, on the Business Day before the
          proposed date for such Transfer, specifying the number of the Shares requested
          to be Transferred and the proposed date for such Transfer.

         

        (d)  Upon
          any
          request by a Stockholder pursuant to Section 2(c), the Trading Restriction
          Administrator, in its sole discretion exercised in good faith, shall determine
          whether such Transfer is permissible pursuant to Section 2(a), taking into
          account the request for such Transfer and all other requests by the other
          Stockholders for such proposed date.

         

        (e)  If
          the
          proposed Transfer would not exceed the limits imposed by Section 2(a),
          as
          determined by the Trading Restriction Administrator in accordance with
          Section
          2(d), the Trading Restriction Administrator shall promptly notify Parent
          and the
          Stockholder, not later than 4:00 P.M., Eastern time, on the Business Day
          before
          the proposed date for such Transfer, that such Transfer is permissible
          under
          Section 2, and Parent shall take such appropriate steps as are necessary
          to
          facilitate such Transfer on the stock records of Parent.

         

        (f)  If
          the
          proposed Transfer would exceed the limits imposed by Section 2(a), as determined
          by the Trading Restriction Administrator in accordance with Section 2(d),
          the
          Trading Restriction Administrator shall calculate the number of Shares
          that may
          be Transferred by each requesting Stockholder in accordance with the
          restrictions set forth in Section 2(a) (the “Adjusted
          Amount”),
          which, in each case, shall be equal to the maximum number of Shares that
          could
          be Transferred on such date by all Stockholders, multiplied by a fraction,
          the
          numerator of which is the number of Shares requested to be Transferred
          by such
          requesting Stockholder on such date and the denominator of which is the
          number
          of Shares requested to be Transferred by all Stockholders who have requested
          a
          Transfer on such date. The Trading Restriction Administrator shall promptly
          notify Parent and the Stockholder, not later than 4:00 P.M., Eastern time,
          on
          the Business Day before the proposed date for such Transfer, that such
          Transfer
          is only permissible if adjusted pursuant to this Section 2(f), specifying
          the
          Adjusted Amount. Unless the Stockholder delivers a notice to Parent and
          the
          Trading Restriction Administrator (which must be received by Parent and
          the
          Trading Restriction Administrator by 5:00 P.M., Eastern time, on the Business
          Day before the proposed date for such Transfer (the “Final
          Rejection Time”)),
          that
          such Stockholder no longer desires to sell the Adjusted Amount of Shares,
          Parent
          shall take such appropriate steps as are necessary to facilitate such Transfer
          of the Adjusted Amount on the stock records of Parent.

         

        
          
            
            

          

          
            -3-

            
              

            

          

          
            
            

          

        

        (g)  Any
          Transfer permitted to be made pursuant to this Agreement shall be brokered
          by
          the Trading Restriction Administrator or any of its affiliates, except
          for the
          exempt transactions described in Section 3.

         

        (h)  The
          Parties understand that the Shares covered by this Agreement are not subject
          to
          an effective registration statement at the time of this Agreement, and
          neither
          Parent nor the Trading Restriction Administrator are responsible for
          fluctuations in the market in connection with any Transfer of the
          Shares.

         

        (i)  Each
          Stockholder agrees in connection with any registered underwritten public
          offering of the Parent Common Stock occurring during the 3-year period
          following
          the Initial Release Date that, upon request of the Parent or the underwriters
          managing an underwritten public offering, for a period of 90 days (or such
          shorter period of time as may be requested by the Parent or the underwriters),
          not to sell, make any short sale of, loan, grant any option for the purchase
          of
          or otherwise dispose of any Parent Common Stock (other than those, if any,
          that
          are included in the public offering) without the prior written consent
          of the
          Parent or such underwriters, as the case may be, provided
          that all
          of the officers and directors of the Parent shall also enter into an agreement
          imposing substantially equivalent restrictions on such persons for the
          same
          period of time as such restrictions are imposed on the Stockholders, and,
          provided, further, that the Parent may not invoke this right more than
          twice in
          any twelve (12) month period.

         

        Section
          3.  Exempt
          Transactions.
          Notwithstanding the restrictions set forth in Sections 1 and 2 above, the
          Stockholder may sell, assign or transfer all or any portion of the Stockholder
          Shares: (i) to his or her spouse (or former spouse in connection with any
          marital separation, asset allocation agreement or qualified domestic relations
          order) or parents, siblings or children (by blood, marriage or adoption)
          (“Qualified
          Relatives”),
          to a
          trust established for the benefit of the Stockholder or his or her Qualified
          Relatives, to an entity owned, directly or indirectly, by such a trust
          or to a
          beneficiary of his or her will through a disposition under such will; (ii)
          if
          the Stockholder is a partnership, to its partners; (iii) to an Affiliate
          of the
          Stockholder or his or her Qualified Relatives; or (iv) to the beneficiaries
          of
          any trust to which the Stockholder has transferred Stockholder Shares in
          compliance with subsection (i); provided that,
          in each
          case, the transferee agrees in writing to be subject to the terms of this
          Agreement to the same extent as if such transferee were a holder of Stockholder
          Shares hereunder. 

         

        
          
            
            

          

          
            -4-

            
              

            

          

          
            
            

          

        

        Section
          4.  Representations
          and Warranties of the Stockholder.
          The
          Stockholder on his, her or its own behalf hereby represents and warrants
          Parent
          as follows:

         

        (a)  Power,
          Binding Agreement.
          The
          Stockholder has the legal capacity, power and authority to enter into and
          perform all of his, her or its obligations under this Agreement. The execution,
          delivery and performance of this Agreement by the Stockholder will not
          violate
          any material agreement to which the Stockholder is a party, including,
          without
          limitation, any lock-up agreement, shareholders’ agreement, partnership
          agreement or voting trust. This Agreement has been duly and validly executed
          and
          delivered by the Stockholder and constitutes a valid and binding obligation
          of
          the Stockholder, enforceable against the Stockholder in accordance with
          its
          terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
          reorganization, moratorium and similar laws affecting creditors’ rights and
          remedies generally and subject, as to enforceability, to general principles
          of
          equity (regardless of whether enforcement is sought in a proceeding at
          law or in
          equity).

         

        (b)  No
          Conflicts.
          The
          execution and delivery of this Agreement does not, and the consummation
          of the
          transactions contemplated hereby will not, conflict with or result in any
          violation of, or default (with or without notice or lapse of time, or both)
          under, or give rise to a right of termination, cancellation or acceleration
          of
          any obligation or loss of a material benefit under, any provision of any
          loan or
          credit agreement, note, bond, mortgage, hypothecation, indenture, lease
          or other
          agreement, instrument, permit, concession, franchise, license, judgment,
          order,
          decree, statute, law, ordinance, rule or regulation applicable to the
          Stockholder of any of his, her or its properties or assets, other than
          such
          conflicts, violations or defaults or terminations, cancellations or
          accelerations which individually or in the aggregate do not materially
          impair
          the ability of the Stockholder to perform its obligations
          hereunder.

         

        Section
          5.  Specific
          Performance.
          The
          parties hereto agree that irreparable damage would occur in the event that
          any
          provision of this Agreement was not performed in accordance with the terms
          hereof and that the parties shall be entitled to specific performance of
          the
          terms hereof, in addition to any other remedy at law or in equity. 

         

        Section
          6.  Miscellaneous.

         

        (a)  This
          Agreement constitutes the entire agreement between the parties hereto with
          respect to the subject matter hereof and supersedes all prior agreements
          and
          understandings, both written and oral, between the parties with respect
          thereto.
          This Agreement may not be amended, modified or rescinded except by an instrument
          in writing signed by each of the parties hereto.

         

        (b)  If
          any
          term or other provision of this Agreement is invalid, illegal or incapable
          of
          being enforced by any rule of law, or public policy, all other conditions
          and
          provisions of this Agreement shall nevertheless remain in full force and
          effect.
          Upon such determination that any term or other provision is invalid, illegal
          or
          incapable of being enforced, the parties hereto shall negotiate in good
          faith or
          modify this Agreement so as to effect the original intent of the parties
          as
          closely as possible to the fullest extent permitted by applicable law in
          a
          mutually acceptable manner in order that the terms of this Agreement remain
          as
          originally contemplated to the fullest extent possible.

         

        
          
            
            

          

          
            -5-

            
              

            

          

          
            
            

          

        

        (c)  This
          Agreement shall be governed by and construed in accordance with the laws
          of the
          State of New York without giving effect to any conflicts of laws principles
          thereof directing the application of any law other than that of the State
          of New
          York. Courts within the State of New York, County of New York or the United
          States District Court for the Southern District of New York will have
          jurisdiction over all disputes between the parties hereto arising out of
          or
          relating to this agreement and the agreements, instruments and documents
          contemplated hereby. The parties hereby consent to and agree to submit
          to the
          jurisdiction of such courts. Each of the parties hereto waives, and agrees
          not
          to assert in any such dispute, to the fullest extent permitted by applicable
          law, any claim that (i) such party is not personally subject to the
          jurisdiction of such courts, (ii) such party and such party’s property is
          immune from any legal process issued by such courts or (iii) any litigation
          commenced in such courts is brought in an inconvenient forum. Each party
          hereto
          hereby irrevocably waives all right to trial by jury in any proceeding
          (whether
          based on contract, tort or otherwise) arising out of or relating to this
          Agreement or any transaction or agreement contemplated hereby or the actions
          of
          any party hereto in the negotiation, administration, performance or enforcement
          hereof. 

         

        (d)  No
          delay
          or omission by either party hereto in exercising any right under this Agreement
          will operate as a waiver of that or any other right. A waiver or consent
          given
          by either party on any one occasion is effective only in that instance
          and will
          not be construed as a bar to or waiver of any right of any other
          occasion.

         

        (e)  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.
          The delivery of a signature page of this Agreement by one party to each
          of the
          other parties via facsimile transmission shall constitute the execution
          and
          delivery of this Agreement by the transmitting party.

         

         

        [Remainder
          of Page Intentionally Left Blank.]

         

         

        
          
            
            

          

          
            -6-

            
              

            

          

          
            
            

          

        



        IN
          WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
          be
          signed individually or by its respective duly authorized officer as of
          the date
          first written above.

         

        FORTISSIMO
          ACQUISITION CORP.

         

        
          By:
            ______________________________________

           

          Name:
            ____________________________________

           

          Title:
            _____________________________________


        

         

         

        STOCKHOLDER

        


        Signature
          block for individuals:

         

        _________________________________________

        Signature

         

        _________________________________________

        Print
          Name

         

        _________________________________________
          

        [TRADING
          RESTRICTION ADMINISTRATOR]

        


        By:
          ______________________________________

         

        Name:
          ____________________________________

         

        Title:
          _____________________________________

         

         

        

          Signature
            Page to Lock-Up Agreement