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EXHIBIT 10.17
FORM OF
LOCK-UP AGREEMENT
August ____, 1998
SanTi Group, Inc.
00000 Xxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Re: Registration of 8,113,379 Shares of Common Stock of
SanTi Group, Inc. (the "Company")
Ladies and Gentlemen:
The undersigned officer or director is the beneficial owner of
_________ shares of common stock, $.0001 par value per share ("Common Stock"),
of SanTi Group, Inc. (the "Company"). The undersigned understands that the
Company has filed a Registration Statement on Form S-1 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") for
the registration of approximately 8,113,379 shares of Common Stock (the
"Registration").
In order to induce the Company to proceed with the Registration, at
its expense, the undersigned agrees, for the benefit of the Company, the
undersigned will not, without the prior written consent of the Company, directly
or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any
option to purchase, transfer or otherwise sell or dispose (or announce any
offer, sale, offer of sale, contract of sale, pledge, grant of an option to
purchase or other sale or disposition) of (i) any shares of Common Stock subject
to the Registration Statement (the "Shares") or (ii) other capital stock or any
securities convertible into, or exercisable or exchangeable for, any shares of
Common Stock, beneficially owned (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) by the undersigned on the date
hereof or hereafter acquired for a period of 180 days (with respect to 25% of
the Shares) to 365 days (with respect to the remaining 75% of the Shares) after
the date of the final Prospectus filed with the Commission pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the "Act") promulgated by the
Commission or if no filing under Rule 424(b) is made, the date of the final
Prospectus included in the Registration Statement when declared effective under
the Act, provided, however, that the undersigned may make the following
transfers: (i) bona fide gifts and transfers effected by the undersigned other
than on any securities exchange or in the over-the-counter market to donees or
transferees that agree to execute
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an agreement in the form of this agreement and to be bound by the restrictions
described herein and therein; (ii) transfers to the transferor's affiliates, as
such term is defined in Rule 405 promulgated under the Act, provided the
transferee agrees in writing to be bound by the terms hereof, or (iii) transfers
made with the prior written consent of the Company, which consent must be
approved unanimously by the non-employee members of the Board.
Further, the undersigned agrees that prior to the effective date of
the Registration Statement, the undersigned will not, without the prior written
consent of the Company, other than as disclosed in the Registration Statement,
directly or indirectly, offer, sell, offer to sell, contract to sell, pledge,
grant any option to purchase or otherwise sell or dispose (or announce any
offer, sale, offer of sale, contract of sale, pledge, grant of an option to
purchase or other sale or disposition) of (i) any Shares or (ii) other capital
stock or any securities convertible into, or exercisable or exchangeable for,
any shares of Common Stock or other capital stock of the Company or any right to
purchase or acquire Common Stock or other capital stock of the Company,
beneficially owned (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) by the undersigned on the date hereof or
hereafter acquired without first requiring any such offering or acquiring
parties to execute and deliver to you an agreement of substantially similar to
this Agreement.
This letter shall bind the undersigned and his heirs, personal
representatives and assigns.
Very truly yours,
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Signature
Name:
