LOCK-UP AGREEMENT
[DATE]
Xx.00,
Xxxxx Xxxxxx
Xxxx Xxxx
Xxxxxxxxxxx Xxxx
Xxxxx,
Xxxxx Xxxxxxxx, Xxxxx
Ladies
and Gentlemen:
Pursuant to a Call Option Agreement
(the “Agreement”) dated as of September __, 2009 (the “Agreement Date”), the
undersigned expects to receive from Xu Hong Bing and/or Golden Wind Holdings
Limited (together, the “Seller”) shares of common stock (the “Common Stock”) of
Nordic Turbines, Inc., a Nevada corporation (the “Company”).
In connection with that certain Share
Exchange Agreement between the Company, the Seller, Luckcharm Holdings Limited
and Wuhan Guoce Nordic New Energy Co. dated as of September __, 2009, and to
induce the Company to issue up to [_____________] shares of Common Stock to the
undersigned pursuant to the Agreement, the undersigned agrees that, without the
prior written consent of the Company, the undersigned will not, directly or
indirectly, offer, sell, pledge, contract to sell (including any short sale),
grant any option to purchase or otherwise dispose of any shares of Common Stock
(including, without limitation, shares of Common Stock of the Company which may
be deemed to be beneficially owned by the undersigned on the date hereof in
accordance with the rules and regulations of the Securities and Exchange
Commission (“SEC”), shares of Common Stock which may be issued upon exercise of
a stock option or warrant and any other security convertible into or
exchangeable for Common Stock) or enter into any Hedging Transaction (as defined
below) relating to the Common Stock (each of the foregoing referred to as a
“Disposition”) for a period of two (2) years. The two (2) year period
will commence on the Agreement Date. The foregoing restriction is
expressly intended to preclude the undersigned from engaging in any Hedging
Transaction or other transaction which is designed to or reasonably expected to
lead to or result in a Disposition during the two (2) year period even if the
securities would be disposed of by someone other than the
undersigned. “Hedging Transaction” means any short sale (whether or
not against the box) or any purchase, sale or grant of any right (including,
without limitation, any put or call option) with respect to any security (other
than a broad-based market basket or index) that includes, relates to or derives
any significant part of its value from the Common Stock. The Company
may impose stop-transfer instructions with respect to the securities subject to
the foregoing restrictions until the end of said two (2) year
period.
Notwithstanding the foregoing, the
undersigned may transfer (a) shares of Common Stock acquired in open market
transactions by the undersigned after the Agreement Date, and (b) any or all of
the shares of Common Stock or other Company securities if the transfer is (i) by
gift, will or intestacy, (ii) to any custodian or trustee for the account
of the undersigned or the undersigned’s immediate family, or (iii) by
distribution to partners, members or shareholders of the undersigned; provided, however, that in the
case of a transfer pursuant to clause (b) above, it shall be a condition to the
transfer that the transferee execute an agreement stating that the transferee is
receiving and holding the securities subject to the provisions of this Lock-Up
Agreement. “Immediate family” as used herein shall mean any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships.
The
undersigned agrees that the Company may, and that the undersigned will, (i) with
respect to any shares of Common Stock or other Company securities for which the
undersigned is the record holder, cause the transfer agent for the Company to
note stop transfer instructions with respect to such securities on the transfer
books and records of the Company and (ii) with respect to any shares of Common
Stock or other Company securities for which the undersigned is the beneficial
holder but not the record holder, cause the record holder of such securities to
cause the transfer agent for the Company to note stop transfer instructions with
respect to such securities on the transfer books and records of the
Company.
The undersigned hereby agrees that, to
the extent that the terms of this Lock-Up Agreement conflict with or are in any
way inconsistent with any agreement to which the undersigned and the Company may
be a party, this Lock-Up Agreement supersedes such agreement.
The undersigned hereby represents and
warrants that the undersigned has full power and authority to enter into this
Lock-Up Agreement. All authority herein conferred or agreed to be
conferred shall survive the death or incapacity of the undersigned and any
obligations of the undersigned shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
|
[Name]
|
Acknowledged
and Agreed Upon By:
|
Tie
Xxx Xxx, CEO
|
2
