EX-1 2 d8935840_ex1.htm
Exhibit 1
LOCK-UP AGREEMENT
 
September 1, 2021

B. Riley Securities, Inc.
299 Park Avenue, 21st Floor
New York, NY 10171

Ladies and Gentlemen:
On September 1, 2021, B. Riley Securities, Inc. (the “Seller”) entered into a sale transaction with the undersigned with respect to shares (the “Shares”) of Class A common stock (the “Common Stock”) of Global Ship Lease, Inc. (the “Company”).
To induce the Seller to sell the Shares to the undersigned, the undersigned hereby agrees that, without the prior written consent of the Seller, it will not, and will not publicly disclose an intention to, during the period commencing on the date hereof and ending on the earlier of (i) sixty (60) days after the date hereof and (ii) the date on which the average closing price for the Common Stock as quoted on The New York Stock Exchange for the three (3) immediate preceding trading days equals or exceeds 120% of the closing price for the date hereof (the “Restricted Period”) (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.  The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the date hereof, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts or by will, by intestate succession or pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of property on the undersigned’s death, in each case to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, or as a bona fide gift or gifts to a charity or educational institution, (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners, members or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c),  each donee or distributee shall sign and deliver a lock‑up agreement substantially in the form of this agreement and (d) in connection with the acquisition or exercise of any stock options or units pursuant to any stock incentive plan of the Company and other equity compensation arrangements, (e) in connection with the sale or surrender to the Company of any stock options or Common Stock underlying stock options or any units in order to pay the exercise price or taxes associated with the exercise of such stock options or vesting of such units, or (f) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period.  In addition, the undersigned agrees that, without the prior written consent of the Seller, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.  The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.  For purposes of this paragraph, “immediate family” shall mean any relationship by blood, marriage or adoption not more remote than the first cousin and shall include a former spouse.

The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
This agreement shall be governed by and construed in accordance with the laws of the State of New York.

 
Very truly yours,


Shipping Participations Inc.

 
 
Name: Dimitrios Tsiaklagkanos
 
 




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