INVENTERGY, INC.


 


Form of Lock-Up Agreement


 


 


May 10, 2013


 


Inventergy, Inc.


19925 Stevens Creek Boulevard, Suite 100


Cupertino, CA 95014


Attention: Joe Beyers


 


			Re: Inventergy, Inc. – Lock-Up Agreement



 


Dear Sirs:


 


This Lock-Up Agreement
is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement") by and
among Inventergy, Inc. (the "Company") and the investors party thereto (the "Buyers"), with respect
to the issuance of (i) shares of Series A-1 Convertible Preferred Stock which are convertible into common stock of the Company,
par value $0.0001 per share (the "Common Stock"), (ii) senior secured notes of the Company and (iii) Adjustment
Shares (as defined in the Purchase Agreement). Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Purchase Agreement.


 


In order to induce
the Buyers to enter into the Purchase Agreement, the undersigned agrees that, commencing on the date hereof and ending on the two
(2) year anniversary of the Closing Date (the "Lock-Up Period"), the undersigned will not, and will cause all
Affiliates of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned not to, (i) sell,
offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose
of or agree to dispose of, directly or indirectly, any shares of Common Stock or Common Stock Equivalents, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
and Exchange Act of 1934, as amended and the rules and regulations of the Securities and Exchange Commission promulgated thereunder
with respect to any shares of Common Stock or Common Stock Equivalents owned directly by the undersigned (including holding as
a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities
and Exchange Commission (collectively, the "Undersigned's Shares"), or (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Undersigned's Shares,
whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other
securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement,
including any amendments thereto, with respect to the registration of any shares of Common Stock or Common Stock Equivalents or
(4) publicly disclose the intention to do any of the foregoing.


 






    	 



    	 



    

 


The foregoing restriction
is expressly agreed to preclude the undersigned, and any Affiliate of the undersigned and any person in privity with the undersigned
or any Affiliate of the undersigned, from engaging in any hedging or other transaction which is designed to or which reasonably
could be expected to lead to or result in a sale or disposition of the Undersigned's Shares even if the Undersigned's Shares would
be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation,
any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect
to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of
its value from the Undersigned's Shares.


 


Notwithstanding the
foregoing, the undersigned may transfer (i) the Undersigned's Shares as a bona fide gift or gifts, provided that the donee
or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) the Undersigned's Shares to any trust
for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of
the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall
not involve a disposition for value or (iii) up to the Release Percentage of the Undersigned's Shares to any third party, provided,
however, that in the event the undersigned is issued or holds any options to purchase shares of Common Stock and/or Common
Stock Equivalents during the Lock-Up Period, all such Common Stock and/or Common Stock Equivalents issuable upon exercise
of such options shall be subject to the terms of this Lock-Up Agreement without regard to this clause (iii). For purposes of this
Lock-Up Agreement, (x) "immediate family" shall mean any relationship by blood, marriage or adoption, not more
remote than parent, child, spouse or legal domestic partner and (y) "Release Percentage" means, initially, _____,
and after the date the Company owns the patents set forth on Schedule 4(r)(v) attached to the Purchase Agreement and no
Indebtedness of the Company is secured by such patents, _________. The undersigned now has, and, except as contemplated by the
immediately preceding sentence, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned's
Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry
of stop transfer instructions with the Company's transfer agent (the "Transfer Agent") and registrar against the
transfer of the Undersigned's Shares except in compliance with the foregoing restrictions.


 


In order to enforce
this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the Transfer Agent from effecting any
actions in violation of this Lock-Up Agreement.


 


The undersigned acknowledges
that the execution, delivery and performance of this Lock-Up Agreement is a material inducement to each Buyer to complete the transactions
contemplated by the Purchase Agreement and that the Company shall be entitled to specific performance of the undersigned's obligations
hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this
Lock-Up Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit
from the closing of the transactions contemplated by the Purchase Agreement.


 






    	 



    	 



    

 


The undersigned understands
and agrees that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives,
successors, and assigns.


 


This Lock-Up Agreement
may be executed in two counterparts, each of which shall be deemed an original but both of which shall be considered one and the
same instrument.


 


This Lock-Up Agreement
will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of
law or conflicting provision or rule (whether of the State of New York, or any other jurisdiction) that would cause the laws of
any jurisdiction other than the State of New York to be applied. In furtherance of the foregoing, the internal laws of the State
of New York will control the interpretation and construction of this Lock-Up Agreement, even if under such jurisdiction's choice
of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.


 


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			Very truly yours,



 


			______________________________



			Exact Name of Stockholder



 


			______________________________



			Authorized Signature



 


			______________________________



			Title



 


Agreed
to and Acknowledged:


 


INVENTERGY,
INC.


 


 


By: _______________________


      Name:


      Title:


  




    	 



    	 



    

 


ADDENDUM TO LOCKUP AGREEEMENT


 


The undersigned, being a party to that certain Lockup Agreement
dated on or about May 10, 2013 with Inventergy, Inc., a Delaware corporation (“Inventergy”), hereby agree that upon
the merger of Inventergy with Inventergy Merger Sub, Inc., a wholly owned subsidiary of eOn Communications Corp. (“EON”),
the Lockup Agreement shall apply mutatis mutandis to any shares of EON common stock which I receive in exchange for my shares
of Inventergy which are now subject to the Lockup Agreement.


 


December 16, 2013


 


 


______________________________