Lock-Up Agreement
Exhibit
10.2
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By
Facsimile
( )
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By Facsimile ((000)
000-0000)
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Qingdao
Footwear, Inc.
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Xxxxxxxx
& Xxxxxxxxx, Incorporated
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269
First Huashan Road
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000
Xxxx Xxxx Xxxxxx
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Jimo
City, Qingdao
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00xx Xxxxx
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Xxxxxxxx,
XXX
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Xxxxxxxx,
Xxxxxxxx 00000
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Attn:
Xxx Xxxx
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Attn:
X. XxXxxxxx Xxxxx, III,
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CEO
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Senior
Vice President
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Dear
Xx. Xxxx and Xx. Xxxxx:
The
undersigned understands that Xxxxxxxx & Strudwick, Incorporated (the
“Placement Agent”), proposes to enter into a Placement Agreement with Qingdao
Footwear, Inc. (the “Company”), providing for the public offering (the
“Offering”), by the Placement Agent of a minimum of 833,333 and a maximum of
1,000,000 shares of common stock of the Company (the “Shares”).
In
consideration of the Placement Agent’s agreement to undertake the Offering of
the Shares on a “best efforts, minimum/maximum” basis, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
undersigned agrees that the undersigned will not register, offer, sell, contract
to sell or grant any Shares or any securities convertible into or exercisable or
exchangeable for the Shares or any warrants to purchase the Shares
(including, without limitation, securities of the Company which may be deemed to
be beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and securities which may
be issued upon the exercise of a stock option or warrant) for a period of
(a) as to one-half ( 1/2) of
the Shares now or in the future beneficially owned by the undersigned, ninety
(90) days after the date of effectiveness or commencement of sales of the
public offering and (b) as to the other one-half of such Shares now or in
the future beneficially owned by such individual, one hundred ninety
(190) days after the date of effectiveness or commencement of sales of the
public offering.
The
undersigned understands that the Company, the Placement Agent and the
Representatives will proceed with the Offering in reliance upon this Lock-up
Agreement.
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Very
truly yours,
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By:
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Name:
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Its:
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