LOCK-UP AGREEMENT January 5, 2010
Exhibit
99.4
January
5, 2010
Euro
Pacific Capital Inc.
00 Xxxx
Xxxx Xxxx, 0xx Xxxxx
Xxxxxxxx,
XX 00000
Ladies
and Gentlemen:
In order
to induce Euro Pacific Capital, Inc. (the “Euro Pacific”) to act as lead
placement agent agreement of Link Resources, Inc., a Nevada corporation
(the “Company”), with
respect to a private placement (the “Placement”) of the Company’s
units, each consisting of an eight (8%) percent convertible promissory note and
a common stock purchase warrant (each, a “Unit”), the undersigned hereby
agrees that until 18 months following the date of the initial closing of
Placement (the “Lock-up
Period”), the undersigned will not, without the prior written consent of
Euro Pacific (such consent not to be unreasonably withheld, conditioned or
delayed), directly or indirectly: (i) offer, sell, assign, transfer,
pledge, contract to sell, or otherwise dispose of, any shares of common stock of
the Company (the “Common
Stock”) or securities convertible into or exercisable or exchangeable for
Common Stock (including, without limitation, shares of Common Stock or any such
securities which may be deemed to be beneficially owned by the undersigned in
accordance with the rules and regulations promulgated under the Securities Act
of 1933, as the same may be amended or supplemented from time to time (such
shares or securities, the “Beneficially Owned Shares ”);
(ii) establish or increase any “put equivalent position” or liquidate or
decrease any “call equivalent position” (in each case within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder) with respect to any Beneficially Owned
Shares, or otherwise enter into any swap, derivative or other transaction or
arrangement that transfers to another, in whole or in part, any economic
consequence of ownership of a Beneficially Owned Shares, Common Stock or
securities convertible into or exercisable or exchangeable for Common Stock,
whether or not such transaction is to be settled by delivery of Beneficially
Owned Shares, other securities, cash or other consideration; or
(iii) engage in any short selling of any Beneficially Owned Shares, Common
Stock or securities convertible into or exercisable or exchangeable for Common
Stock. Defined terms not otherwise defined in this Lock-up Agreement shall have
the meanings set forth in the Securities Purchase Agreement by and between the
Company and each Purchaser, dated as of January 5, 2010 (the “Securities Purchase
Agreement”).
If
(i) the Company issues an earnings release or material news or a material
event relating to the Company occurs during the last seventeen (17) days of
the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period,
the Company announces that it will release earnings results during the sixteen
(16)-day period beginning on the last day of the Lock-up Period, the
restrictions imposed by this Agreement shall continue to apply until the
expiration of the eighteen (18)-day period beginning on the issuance of the
earnings release or the occurrence of the material news or material
event.
Notwithstanding
the foregoing, the undersigned may sell or otherwise transfer shares of Common
Stock or Beneficially Owned Shares during the undersigned’s lifetime or on death
by will or intestacy to the undersigned’s immediate family or to a trust, the
beneficiaries of which are exclusively the undersigned and a member or members
of the undersigned’s immediate family, provided that the transferee thereof
agrees to be bound by the restrictions set forth herein.
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The
undersigned hereby authorizes the Company during the Lock-up Period to cause any
transfer agent for the Beneficially Owned Shares to decline to transfer, and to
note stop transfer restrictions on the stock register and other records relating
to, Common Stock, securities convertible into or exercisable or exchangeable for
Common Stock or Beneficially Owned Shares subject to restriction hereunder for
which the undersigned is the record holder and, in the case of Common Stock,
securities convertible into or exercisable or exchangeable for Common Stock or
Beneficially Owned Shares for which the undersigned is the beneficial but not
the record holder, agrees during the Lock-up Period to cause the record holder
to cause the relevant transfer agent to decline to transfer, and to note stop
transfer restrictions on the stock register and other records relating to, such
Common Stock, securities convertible into or exercisable or exchangeable for
Common Stock or Beneficially Owned Shares subject to restriction
hereunder.
The
undersigned hereby represents and warrants to Euro Pacific and the Company that
the undersigned has full power and authority to enter into this Agreement and
that this Agreement constitutes the legal, valid and binding obligation of the
undersigned, enforceable in accordance with its terms. Upon request,
the undersigned will execute any additional documents necessary in connection
with enforcement hereof. Any obligations of the undersigned shall be
binding upon the successors and assigns of the undersigned from the date first
above written.
This
agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to the conflicts of laws principles
thereof. Delivery of a signed copy of this letter by facsimile or
other electronic transmission shall be effective as delivery of the original
hereof.
GLORY
PERIOD LIMITED
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By:
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/s/ Hongwei QU
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Name:
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Hongwei
Qu
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Title:
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Executive
Director
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