RAS Securities Corp.
00 Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Re: C.W. Chemical Waste Technologies Limited
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Gentlemen:
The undersigned understands that RAS Securities Corp., as
representative (the "Representative")of the several Underwriters (the
"Underwriters"), proposes to enter into an underwriting agreement (the
"Underwriting Agreement") with C. W. Chemical Waste Technologies Limited (the
"Company") providing for the public offering (the "Offering") by the
Underwriters of units (the "Units") of ordinary shares ("Shares") and warrants
to purchase Shares of the Company pursuant to the Company's Registration
Statement initially filed by the Company with the Securities and Exchange
Commission (the "Commission") on March 5, 1998 (File No. 333-47389) (the
"Registration Statement").
In consideration of the Underwriters' agreement to purchase and
undertake the Offering of the Units, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the undersigned
agrees, represents and warrants that:
1. The undersigned will not offer to sell, contract to sell or
otherwise sell, dispose of, loan, pledge or grant any rights with
respect to (collectively, a "Disposition"), any securities of the
Company, including any securities convertible into or exercisable for
Shares and any securities beneficially owned by the undersigned in
accordance with the rules and regulations of the Commission
(collectively, the "Securities") now beneficially owned or hereafter
acquired by the undersigned or with respect to which the undersigned
has or hereafter acquires the power or disposition, without the express
prior written consent of the Representative, for a period of eighteen
(18) months following the effective date of the Registration Statement
(the "Lock-Up Period").
2. The undersigned does not have any pre-emptive,
anti-dilution or registration rights with respect to any of securities
of the Company held by the undersigned or any rights to acquire any
such securities other than as disclosed in the prospectus contained in
the Registration Statement.
The undersigned further agrees and consents to the entry, with the
Company's transfer agent, of stop transfer instructions against the transfer of
the Securities held by the undersigned except in compliance with this Lock-Up
Agreement.
The undersigned understands that the Company and the Underwriters will
proceed with the Offering in reliance on this Lock-Up Agreement.
Sincerely yours,
Dated: ----------------------------
Signature
, 1998
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Name (Please Print)
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Title
Address:
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