Form of Lock-Up]
[Form
of
Lock-Up]
May
16,
2007
CRT
Capital Group LLC
000
Xxxxxx Xxxxx
Stamford,
Connecticut 06902
Attn:
Xxxxxxx Xxxxxx
The
undersigned understands that CRT Capital Group LLC (the “Placement
Agent”)
proposes to enter into a Placement Agent Agreement (the “Placement
Agent Agreement”)
with
Jingwei International Investments Limited (the “Company”)
providing for a private placement offering (the “Offering”)
by the
Placement Agents, of Units consisting of (i) one (1) share of the Company’s
common stock, par value $0.001 per share (the “Common
Stock”),
and
(ii) three-tenths of one warrant to acquire one share of the Common Stock,
subject to adjustment, at an exercise price of $6.00 per share.
To
induce
the Placement Agent to enter into the Placement Agent Agreement and to continue
their efforts in connection with the Offering, the undersigned hereby agrees
that, without the prior written consent of the Placement Agent, it will not,
during the period commencing on the date hereof and ending on the three hundred
sixtieth (360th)
day
following the date on which the registration statement required by the
Registration Rights Agreement (as defined in the Placement Agent Agreement)
becomes effective (the “Lock-Up Period”), (1) offer, sell, contract to sell,
pledge, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase or otherwise transfer
or
dispose of any share of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock or request or demand the filing
of
any registration statement with respect to any of the foregoing or (2) enter
into any swap or any other agreement or any transaction that transfers, in
whole
or in part, directly or indirectly, the economic consequence of ownership of
the
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock, whether any such swap or transaction described in clause
(1)
or (2) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. Notwithstanding the previous sentence, the
undersigned may transfer an unlimited number of shares of such Common Stock
for
estate or tax planning purposes; provided, that prior to making any such
transfer, the undersigned shall have delivered a written instrument to the
Placement Agent in which the transferee agrees to be bound by the restrictions
contained in this agreement with respect to the Common Stock being
transferred.
[SIGNATURE
PAGE FOLLOWS]
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Name:
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