Exhibit 10.3
LOCK-UP AGREEMENT
, 200
Endeavor Acquisition
Corp.
7 Times Square, 17th Floor
New York, New York 10035
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Re:
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Securities
Issued in Transactions with American Apparel, Inc. and
Companies
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Ladies and Gentlemen:
In connection with the Agreement and
Plan of Reorganization (“Agreement”), dated
December 18, 2006 by and among Endeavor Acquisition Corp., a
Delaware corporation (“Corporation”), AAI Acquisition
Corp., a California corporation and wholly owned subsidiary of the
Corporation (“Merger Sub”) , American Apparel,
Inc., a California corporation (“AAI”), all of the
affiliated companies of AAI through which it operates in Canada
(collectively, “CI”), American Apparel, LLC, a
California limited liability company (“AALLC”), Dov
Charney, a holder of 50% of the outstanding capital stock of AAI
and 50% of the outstanding membership interests of AALLC, Sam Lim,
the holder of the remaining 50% of the outstanding capital stock of
AAI and 50% of the outstanding membership interests of AALLC, and
all of the stockholders of each of the CI companies to induce the
Corporation to enter into the Agreement and consummate the Business
Combination (as defined in the Agreement), the undersigned agrees
to, neither directly nor indirectly, during the “Restricted
Period” (as hereinafter defined):
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(1)
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sell or offer
or contract to sell or offer, grant any option or warrant for the
sale of, assign, transfer, pledge, hypothecate, or otherwise
encumber or dispose of (all being referred to as a
“Transfer”) any legal or beneficial interest in any
shares of stock, $.0001 par value, of the Corporation
(“Parent Common Stock”) issued to the undersigned in
connection with the Business Combination or the transactions
related thereto (the “Restricted Securities”);
or
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(2)
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enter into any
swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic
con
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