Exhibit 10.1


THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND
NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO OR FOR THE
ACCOUNT OR BENEFIT OF ANY U.S. PERSON, UNLESS AND UNTIL REGISTERED UNDER THE
ACT OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL FOR THE HOLDER, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY,
THAT SUCH OFFER, SALE, TRANSFER, ENCUMBRANCE OR DISPOSITION IS IN COMPLIANCE
WITH THE ACT. ACCORDINGLY, THE SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE
OF THE UNITED STATES IN COMPLIANCE WITH REGULATIONS PROMULGATED UNDER THE ACT.


LOCK-UP
LETTER


October 3, 2014


Qumu Corporation

7725 Washington Avenue South

Minneapolis, MN 55439


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Shares of Qumu Corporation (“Qumu”)

 


Ladies and Gentlemen:


This letter agreement
(this “Agreement”) is made by the undersigned pursuant to that certain Share
Purchase Agreement (the “Majority Share Purchase Agreement”) dated the same
date as this Agreement, 2014 by and among Qumu, Sumit Neil Vishnu Rai, Robert
Long, Andromeda Capital Partners LLP, Realise Capital Partners LLP and the
share purchase agreements (which collectively, with the Majority Share Purchase
Agreement are defined in this Agreement as, the “Share Purchase Agreements,”),
dated the same date as this Agreement, between the Qumu and the remaining
shareholders of Kulu Valley Ltd (“Kulu”), pursuant to which Qumu will acquire
all of the equity interest in Kulu.


Pursuant to the Share
Purchase Agreements, the undersigned will receive shares of common stock, $0.01
par value of Qumu (the “Common Stock”). In recognition of the benefits that the
Share Purchase Agreements will confer upon the undersigned, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees with Qumu that:


	
  

 	
  

 
	
 1.

 	
 The term “Completion
 Date” shall have the same meaning as set forth in the Share Purchase
 Agreements.

 













	
  

 	
  

 
	
 2.

 	
 The term “Lock-Up
 Shares” shall mean the shares of Common Stock issued to the undersigned
 pursuant to the Share Purchase Agreements.

 
	
  

 	
  

 
	
 3.

 	
 The term “Restricted
 Period” shall mean the period of time from the date hereof until the lapse of
 restrictions of Section 4(i), (ii) and (iii) below, which restrictions shall
 lapse as 365 days following the Completion Date. 

 
	
  

 	
  

 
	
 4.

 	
 During the Restricted
 Period, the undersigned will not, without the prior written consent of Qumu,
 directly or indirectly, (i) offer, pledge, hypothecate, sell, assign,
 contract 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 of the Lock-Up Shares or any
 securities convertible into or exchangeable or exercisable for the Lock-Up
 Shares; (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 ownership of the Lock-Up Shares, whether any such swap or
 transaction is to be settled by delivery of the Lock-Up Shares or other
 securities, in cash or otherwise; or (iii) engage in any short selling of the
 Lock-Up Shares.

 
	
  

 	
  

 
	
 5.

 	
 Other than the
 restrictions identified in Section 4, the undersigned shall have all other
 rights of a shareholder of Qumu, including, but not limited to, the right to
 vote and receive dividends on the Lock-Up Shares.

 
	
  

 	
  

 
	
 6.

 	
 Notwithstanding Section
 4, the undersigned may transfer the Lock-Up Shares with the prior written
 consent of Qumu or to satisfy indemnification or warranty obligations of the
 undersigned to Qumu under the Share Purchase Agreements pursuant to the terms
 of such agreements. The undersigned acknowledges that Qumu may choose to, but
 is not required to, use the Lock-Up Shares to satisfy the undersigned’s
 indemnification or warranty obligations under the Share Purchase Agreements.

 
	
  

 	
  

 
	
 7.

 	
 The certificates
 representing the Lock-Up Shares will be held in custody by Qumu until the
 earlier (i) the Restricted Period has lapsed or (ii) Qumu has redeemed the
 Lock-Up Shares to satisfy the undersigned’s indemnification obligations
 referenced in Section 6. Simultaneously with the execution and delivery of
 this Agreement, the undersigned will deliver to Qumu one or more stock powers
 endorsed in blank relating to the Lock-Up Shares. Upon expiration of the
 restrictions applicable to all or any portion of the Restricted Shares, at
 the request of the undersigned, Qumu will deliver or cause to be delivered to
 the undersigned a certificate or certificates representing the Lock-Up Shares
 for those shares to which the restrictions shall have expired. Upon
 forfeiture of all or any portion of the Lock-Up Shares in accordance with
 Section 6, the certificate or certificates representing the forfeited Lock-Up
 Shares will be canceled. 

 
	
  

 	
  

 
	
 8.

 	
 The undersigned now has
 and, except as contemplated by Section 6, for the duration of this Agreement
 will have, good and marketable title to the Lock-Up 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 Qumu’s transfer
 agent and registrar 

 













	
  

 	
  

 
	
  

 	
 against the transfer of
 the Lock-Up Shares, except in compliance with this Agreement. In furtherance
 of the foregoing, Qumu and its transfer agent are hereby authorized to
 decline to make any transfer of securities if such transfer would constitute
 a violation or breach of this Agreement. Additionally, Qumu’s transfer agent
 is hereby authorized to note the restrictions against transfer of the Lock-Up
 Shares of this Agreement in its book entry records and, if any of the Lock-Up
 Shares are issued in certificated form, Qumu’s transfer agent is authorized
 to place a legend upon such certificate stating the restrictions of this
 Agreement.

 
	
  

 	
  

 
	
 9.

 	
 The undersigned
 represents and warrants that the undersigned has full power and authority to
 enter into this Agreement. The undersigned agrees that the provisions of this
 Agreement shall be binding also upon the successors, assigns, heirs and
 personal representatives of the undersigned.

 
	
  

 	
  

 
	
 10.

 	
 This Agreement shall be
 governed by and construed in accordance with the laws of the State of
 Minnesota. 

 





	
  

 	
  

 	
  

 
	
 Very truly yours,

 	
  

 
	
  

 	
  

 
	
 SHAREHOLDER

 	
  

 
	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 
	
 Its: