LOCK-UP AGREEMENT
Room
2301, World-Wide House
00 Xxx
Xxxxx Xxxx
Xxxxxxx,
Xxxx Xxxx
Dear
Sirs:
In connection with the share purchase
agreement (the “Share Purchase
Agreement”), dated November 30, 2009, by and among China Fundamental
Acquisition Corporation (the “Company”), Giant Nova Holdings
Limited, a British Virgin Islands company (“Giant Nova”), Authentic Genius
Limited, a Hong Kong company (“Authentic Genius”), and
certain other parties to the Share Purchase Agreement, pursuant to which, among
other things, the undersigned shall be issued certain number of ordinary shares
of the Company, par value US$0.001 each (the “Ordinary Shares”) in exchange
for all of the outstanding shares of Giant Nova and Authentic
Genius. The undersigned hereby agree that during the applicable
period specified in the following paragraph (the “Lock-Up Period”), the
undersigned, except as set forth below, will not offer, sell, contract to sell,
pledge or otherwise dispose of, directly or indirectly, 85% of all of the
4,349,100 Ordinary Shares (the “Lock-Up Shares”) held by such
persons, enter into a transaction that would have the same effect, or enter into
any swap, hedge or other arrangement that transfers, in whole or in part, any of
the economic consequences of ownership of the Lock-up Shares, whether any such
aforementioned transaction is to be settled by delivery of the Lock-up Shares,
in cash or otherwise, or publicly disclose the intention to make any such offer,
sale, pledge or disposition, or to enter into any such transaction, swap, hedge
or other arrangement, without, in each case, the prior written consent of the
Company. In addition, the undersigned agrees that, without the prior
written consent of the Company, it will not, during the applicable Lock-Up
Period, exercise any right with respect to the registration of any Lock-up
Shares.
The Lock-Up Period with respect to the
Lock-up Shares, will commence on the date of this Lock-Up Agreement and continue
until the fourth (4th)
anniversary of the date hereof.
Any Ordinary Shares acquired by
the undersigned in the open market after the date hereof will not be subject to
this Agreement.
The owners to the Lock-Up Shares are
entitled to exercise all voting rights and to obtain all cash dividends in
connection with the Lock-Up Shares during the Lock-Up
Period. Stock dividends equal to 10% or
less of the Lock-Up Shares distributed by the Company during any 12-month period
after the first anniversary of the date hereof shall not be subject to the
lock-up restrictions set forth above and would not be required to be subject to
the escrow arrangement.
Notwithstanding the foregoing, any of
the undersigned may make a transfer of Lock-up Shares (i) to an entity’s
beneficiaries upon liquidation of the entity, (ii) to relatives and trusts for
estate planning purposes, (iii) by virtue of the laws of descent and
distribution upon death, (iv) to a special purpose
vehicle controlled by it, in each case where such transfer is in compliance with
the Securities Act, the rules or requirements of the SEC and other applicable
laws, and the transferee agrees to be subject to the terms of the Escrow
Agreement, as defined in the Share Purchase Agreement. The
undersigned further jointly and severely undertake and agree to enter into the
Escrow Agreement with an escrow agent in connection with the escrow of the
Lock-Up Shares on or prior to the Closing as defined in the Share Purchase
Agreement.
In furtherance of the foregoing, the
Company and its transfer agent and registrar are hereby authorized to decline to
make any transfer of shares of Lock-up Shares if such transfer would constitute
a violation or breach of this Agreement.
This Agreement shall be binding on the
undersigned and the successors, heirs, personal representatives and assigns of
the undersigned. This agreement shall be governed by,
and construed in accordance with, the laws of the State of New
York.
[Signature page
follows]
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Very
truly yours,
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Realink
Group Limited
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By:
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/s/ Xxx Xxxxx
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Name:
Xxx Xxxxx
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Title:
President
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[Signature
Page to Lock-Up Agreement]
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Very
truly yours,
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/s/ Xxx Xxxxx
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Xxx
Xxxxx
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[Signature
Page to Lock-Up Agreement]
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Very
truly yours,
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/s/ Zhang Fude
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Zhang
Fude
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[Signature
Page to Lock-Up Agreement]
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Very
truly yours,
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/s/ Liu Xxxxxxx
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Xxx
Yasheng
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[Signature
Page to Lock-Up Agreement]
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Very
truly yours,
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/s/ Xxx Xxxxx
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Xxx
Xxxxx
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[Signature
Page to Lock-Up Agreement]
