MALEX, INC. Lock Up Agreement
Exhibit
10.5
MALEX,
INC.
The
undersigned hereby agrees that for a period (the “Restricted Sales Period”)
commencing on the date hereof and expiring on the first to occur of (i) twenty
seven (27) months from the date hereof or (ii) the Restriction Termination
Date,
as defined in the Securities Purchase Agreement dated as of November 13, 2007,
between Malex, Inc. (the “Company”), Xxxxxx Partners, LP and the other investors
named therein, the undersigned will not, directly or indirectly, sell, agree
or
offer to sell or grant an option for the sale of any shares (including shares
of
the Company’s Common Stock issued pursuant to stock option or long-term
incentive plans) of the Common Stock of in the public market. Without limiting
the generality of the foregoing, the undersigned hereby agrees not to directly
or indirectly offer to sell, grant an option for the purchase or sale of,
transfer, pledge assign, hypothecate, distribute or otherwise encumber or
dispose of any securities in the Company in a transaction which is not in the
public market unless the transferee first agrees to be bound by the provisions
of this Agreement. The
restrictions in this Agreement shall not apply to shares issued pursuant to
a
stock option or long-term incentive plans which may be approved by the
Compensation Committee provided that such committee is comprised of a majority
of independent directors. Notwithstanding the foregoing, if, and only if, the
undersigned is director and not an executive officer of the Company and shall
cease to be a director for any reason, the undersigned may sell not more than
a
total of 50,000 shares of Common Stock in the public market during the
Restricted Sales Period.
In
order
to enable the aforesaid covenants to be enforced, the undersigned hereby
consents to the placing of legends and/or stop-transfer orders with the transfer
agent of any of the securities of the Company registered in the name of the
undersigned or beneficially owned by the undersigned.
Dated: November
13, 2007
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By:
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/s/ Xx Xxxx Hua
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Name:
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Xx Xxxx Hua
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Title:
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Chief Executive Officer
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