LOCK-UP AGREEMENT
THIS
AGREEMENT (this “Agreement”) is dated as of December 2, 2010 by and between
Weikang Bio-Technology Group Company, Inc., a Nevada corporation (the
“Company”), and ____________ (“Shareholder”).
WHEREAS,
the Company intends to enter into a private placement financing transaction with
certain accredited investors (the “Investors”) whereby the Company will issue
Units composed of (i) four (4) shares of common
stock of the Company, par value $.00001 per share (the “Common Stock”), (ii) a
three year warrant to purchase one share of Common Stock at an exercise price of
$3.60 per share, and (iii) a three year warrant to purchase one share of common
Stock at an exercise price of $4.80 per share (the “Financing
Transaction”).
WHEREAS,
Shareholder wishes to induce the Company and the Investors to enter into the
Financing Transaction.
WHEREAS,
in order to induce the Company and the Investors to enter into the Financing
Transaction pursuant to the Subscription Agreements dated December 2, 2010 by
and among the Company and the Investors (the “Subscription Agreements”),
Shareholder has agreed not to sell any shares of the Company’s Common Stock that
Shareholder presently owns or may acquire after the date hereof, except in
accordance with the terms and conditions set forth herein (collectively, the
“Lock-Up Shares”). Capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Subscription
Agreement.
NOW,
THEREFORE, in consideration of the covenants and conditions hereinafter
contained, the parties hereto agree as follows:
1. Restriction on Transfer;
Term. The Shareholder hereby agrees with the Company that such
Shareholder will not offer, sell, contract to sell, assign, transfer,
hypothecate, pledge or grant a security interest in, or otherwise dispose of, or
enter into any transaction which is designed to, or might reasonably be expected
to, result in the disposition of (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise, directly or
indirectly) (each, a “transfer”), any of the Lock-Up Shares and shall not
transfer such shares until a date that is nine (9) months following the final
closing of the Financing Transaction (the “Period”).
2. Ownership. During
the Period, Shareholder shall retain all rights of ownership in the Lock-Up
Shares, including, without limitation, voting rights and the right to receive
any dividends that may be declared in respect thereof.
3. Company and Transfer
Agent. The Company is hereby authorized to disclose the
existence of this Agreement to its transfer agent. The Company and
its transfer agent are hereby authorized to decline to make any transfer of the
Common Stock if such transfer would constitute a violation or breach of this
Agreement and/or the Purchase Agreement.
4. Notices. All
notices, demands, consents, requests, instructions and other communications to
be given or delivered or permitted under or by reason of the provisions of this
Agreement or in connection with the transactions contemplated hereby shall be in
writing and shall be deemed to be delivered and received by the intended
recipient as follows: (i) if personally delivered, on the business day of such
delivery (as evidenced by the receipt of the personal delivery service), (ii) if
mailed certified or registered mail return receipt requested, two (2) business
days after being mailed, (iii) if delivered by overnight courier (with all
charges having been prepaid), on the business day of such delivery (as evidenced
by the receipt of the overnight courier service of recognized standing), or (iv)
if delivered by facsimile transmission, on the business day of such delivery if
sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time,
on the next succeeding business day (as evidenced by the printed confirmation of
delivery generated by the sending party’s telecopier machine). If any
notice, demand, consent, request, instruction or other communication cannot be
delivered because of a changed address of which no notice was given (in
accordance with this Section 4), or the refusal to accept same, the notice,
demand, consent, request, instruction or other communication shall be deemed
received on the second business day the notice is sent (as evidenced by a sworn
affidavit of the sender). All such notices, demands, consents,
requests, instructions and other communications will be sent to the following
addresses or facsimile numbers as applicable.
If to the
Company:
Weikang
Bio-Technology Group Company, Inc.
Xx. 000
Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx
Xxxxxx,
Xxxxxxxxxxxx Xxxxxxxx, the People’s Republic of China
Attention:
Xxx Xxxx
Tel. No.:
(00) 0000-00000000
Fax No.:
(00) 0000-00000000
with
copies (which copies shall not constitute notice to the Issuer) to:
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
00
Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx,
XX 00000
Attention: Xxxx
X. Xxxx, Esq.
Tel.
No.: (000) 000-0000
Fax
No.: (000) 000-0000
If to
Shareholder,
c/o
Weikang Bio-Technology Group Company, Inc.
Xx. 000
Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx
Xxxxxx,
Xxxxxxxxxxxx Xxxxxxxx, the People’s Republic of China
Attention:
Xxx Xxxx
Tel. No.:
(00) 0000-00000000
Fax No.:
(00) 0000-00000000
or to
such other address as any party may specify by notice given to the other party
in accordance with this Section 4.
2
5. Amendment. This
Agreement may not be modified, amended, altered or supplemented, except by a
written agreement executed by each of the parties hereto.
6. Entire
Agreement. This Agreement contains the entire understanding
and agreement of the parties relating to the subject matter hereof and
supersedes all prior and/or contemporaneous understandings and agreements of any
kind and nature (whether written or oral) among the parties with respect to such
subject matter, all of which are merged herein.
7. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to agreements
made and to be performed in that state, without regard to any of its principles
of conflicts of laws or other laws which would result in the application of the
laws of another jurisdiction. This Agreement shall be construed and
interpreted without regard to any presumption against the party causing this
Agreement to be drafted.
8. Waiver of Jury
Trial. EACH OF THE PARTIES HEREBY UNCONDITIONALLY AND
IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH OF THE PARTIES UNCONDITIONALLY AND
IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
CALIFORNIA LOCATED IN ORANGE COUNTY AND THE FEDERAL DISTRICT COURT FOR THE
CENTRAL DISTRICT OF CALIFORNIA WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY, AND EACH OF THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES
ANY OBJECTION TO VENUE IN NEW YORK COUNTY OR SUCH DISTRICT, AND AGREES THAT
SERVICE OF ANY SUMMONS, COMPLAINT, NOTICE OR OTHER PROCESS RELATING TO SUCH
SUIT, ACTION OR OTHER PROCEEDING MAY BE EFFECTED IN THE MANNER PROVIDED IN
SECTION 4.
9. Severability. The
parties agree that if any provision of this Agreement be held to be invalid,
illegal or unenforceable in any jurisdiction, that holding shall be effective
only to the extent of such invalidity, illegally or unenforceability without
invalidating or rendering illegal or unenforceable the remaining provisions
hereof, and any such invalidity, illegally or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. It is the intent of the parties that this
Agreement be fully enforced to the fullest extent permitted by applicable
law.
10. Binding Effect;
Assignment. This Agreement and the rights and obligations
hereunder may not be assigned by any party hereto without the prior written
consent of the other parties hereby. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
11. Headings. The
section headings contained in this Agreement (including, without limitation,
section headings and headings in the exhibits and schedules) are inserted for
reference purposes only and shall not affect in any way the meaning,
construction or interpretation of this Agreement. Any reference to
the masculine, feminine, or neuter gender shall be a reference to such other
gender as is appropriate. References to the singular shall include
the plural and vice versa.
3
12. Counterparts. This
Agreement may be executed in two or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original, and all of which, when taken together, shall
constitute one and the same document. This Agreement shall become
effective when one or more counterparts, taken together, shall have been
executed and delivered by all of the parties.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
4
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above herein.
|
WEIKANG
BIO-TECHNOLOGY GROUP
COMPANY,
INC.
|
|
|
By:
|
|
|
Name:
Xxx Xxxx
|
|
|
Title: Chief
Executive Officer
|
|
|
Name:
|
|
5
