LOCK-UP AGREEMENT
THIS
LOCK-UP AGREEMENT (the "Agreement")
is
made and entered into on November 17, 2007 between the undersigned, an Affiliate
(defined below) and New Paradigm Productions, Inc., a Nevada corporation which
will change its corporate name to China Marine Food Group Limited (the
"Company").
RECITALS
A. The
Company has determined that it is advisable and in its best interest to enter
into that certain Securities Purchase Agreement, dated as of November 17, 2007
(the “Purchase
Agreement”)
with
Xxxxxxx Xxx, as the make good pledgor and the Investors named therein (the
"Investors"),
pursuant to which the Company will issue and sell in a private offering
securities of the Company (the "Offering").
Capitalized terms used and not otherwise defined herein that are defined in
the
Purchase Agreement will have the meanings given such terms in the Purchase
Agreement.
B. In
connection with the Offering, the Company has agreed to provide the Investors
certain registration rights pursuant to a Registration Rights Agreement dated
as
of November 17, 2007 (the “Registration
Rights Agreement”),
and in
furtherance thereof has agreed to file a registration statement to enable the
Investors to resell the securities which are the subject of the
Offering.
C. It
is a
condition to the consummation of the Investors' respective obligations to close
under the Purchase Agreement and to provide the financing contemplated by the
Offering that each executive officer and director of the Company and each
stockholder owning directly or indirectly shares representing 10% or more of
Company’s total outstanding shares (collectively, the “Affiliates”)
execute and deliver to the Company this Agreement.
D. In
contemplation of, and as a material inducement for the Investors to enter into
the Purchase Agreement, the undersigned and the Company have each agreed to
execute and deliver this Agreement.
NOW,
THEREFORE, for and in consideration of the mutual covenants and agreements
set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties, intending to be
legally bound, agree as follows:
1. Effectiveness
of Agreement.
This
Agreement shall become null and void if the Purchase Agreement is terminated
prior to closing. The undersigned has independently evaluated the merits of
his
decision to enter into and deliver this Agreement, and has not relied on the
advice of the Company or any other person.
2. Representations
and Warranties.
The
undersigned, by his execution and delivery of this Agreement, hereby represents
and warrants to the others and to all third party beneficiaries of this
Agreement that (a) the undersigned has the full right, capacity and authority
to
enter into, deliver and perform his obligations under this Agreement, (b) this
Agreement has been duly executed and delivered by the undersigned and is the
binding and enforceable obligation of the undersigned, enforceable against
the
undersigned in accordance with the terms of this Agreement and (c) the
execution, delivery and performance of undersigned’s obligations under this
Agreement will not conflict with or breach the terms of any other agreement,
contract, commitment or understanding to which the undersigned is a party or
to
which the assets or securities of the undersigned are bound.
3. Beneficial
Ownership.
The
undersigned hereby represents and warrants that it does not beneficially own
(as
determined in accordance with Section 13(d) of the Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder) any shares of
common stock of the Company, or any economic interest therein or derivative
therefrom, other than those shares of common stock of the Company specified
on
the signature page to this Agreement. For purposes of the Agreement the shares
of common stock beneficially owned by undersigned as specified on the signature
page to this Agreement is referred to as the “Affiliate
Shares.”
4. Lockup.
The
undersigned irrevocably agrees that from and after the date of this Agreement
and through and including the date which is six months after the first Effective
Date (as defined in the Registration Rights Agreement) (the "Lockup
Period"),
he
will not (i) sell, offer to sell, contract or agree to sell, hypothecate, hedge,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose
of, directly or indirectly, any Affiliate Shares or warrants or other rights
to
purchase the Affiliate Shares or other shares of common stock, or (ii) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of the Affiliate Shares,
or
warrants or other rights to purchase shares of common stock, whether any such
transaction is to be settled by delivery of such securities, in cash or
otherwise (collectively, a “Transfer”).
In
furtherance thereof, the Company will (x) place a stop order on all Affiliate
Shares covered by any registration statements, (y) notify its transfer agent
in
writing of the stop order and the restrictions on such Affiliate Shares under
this Agreement and direct the transfer agent not to process any attempts by
the
undersigned to Transfer his Affiliate Shares, whether under such registration
statements or otherwise, in violation of this Agreement. Notwithstanding the
foregoing, the Affiliate Shares may be sold or otherwise transferred in a
private non-market transaction during the Lock-Up Period so long as the acquirer
of the Affiliate Shares, by written agreement with the Company entered into
at
the time of acquisition and delivered to the Company prior to the consummation
of such acquisition, agrees to be bound by the restrictions set forth in this
Agreement
5. No
Third-Party Rights.
No
parties other than the undersigned and the Company shall have any rights to
enforce this Agreement.
6. No
Additional Fees/Payment.
Other
than the consideration specifically referenced herein, the parties hereto agree
that no fee, payment or additional consideration in any form has been or will
be
paid to the undersigned in connection with this Agreement.
7. Enumeration
and Headings.
The
enumeration and headings contained in this Agreement are for convenience of
reference only and shall not control or affect the meaning or construction
of
any of the provisions of this Agreement.
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8. Counterparts.
This
Agreement may be executed in facsimile and in any number of counterparts, each
of which when so executed and delivered shall be deemed an original, but all
of
which shall together constitute one and the same agreement.
9. Successors
and Assigns.
This
Agreement and the terms, covenants, provisions and conditions hereof shall
be
binding upon, and shall inure to the benefit of, the respective heirs,
successors and assigns of the parties hereto.
10. Severability.
If any
provision of this Agreement is held to be invalid or unenforceable for any
reason, such provision will be conformed to prevailing law rather than voided,
if possible, in order to achieve the intent of the parties and, in any event,
the remaining provisions of this Agreement shall remain in full force and effect
and shall be binding upon the parties hereto.
11. Amendment.
This
Agreement may not be amended or modified in any manner except by a written
agreement executed by the Company and each of the Affiliates to which such
amendment directly relates.
12. Further
Assurances.
Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as any other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated
hereby.
13. No
Strict Construction.
The
language used in this Agreement will be deemed to be the language chosen by
the
parties to express their mutual intent, and no rules of strict construction
will
be applied against any party.
14. Remedies.
The
Company shall have the right to specifically enforce all of the obligations
of
undersigned under this Agreement (without posting a bond or other security),
in
addition to recovering damages by reason of any breach of any provision of
this
Agreement and to exercise all other rights granted by law. Furthermore, the
undersigned recognizes that if it fails to perform, observe, or discharge any
of
its obligations under this Agreement, any remedy at law may prove to be
inadequate relief to the Company. Therefore, the undersigned agrees that the
Company shall be entitled to seek temporary and permanent injunctive relief
in
any such case without the necessity of proving actual damages and without
posting a bond or other security.
15. Governing
Law.
The
terms and provisions of this Agreement shall be construed in accordance with
the
laws of the State of California and the federal laws of the United States of
America applicable therein.
[Remainder
of Page Intentionally Left Blank]
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IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement as of
the
day and year first above written.
| /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx |
||
| Number of shares of Common Stock beneficially owned: | ||
|
11,706.537
|
||
| NEW PARADIGM PRODUCTIONS, INC. | ||
| |
|
|
| By: | /s/ Xxxxxxx Xxx | |
|
Name:
Xxxxxxx Xxx
Title:
Chief Executive Officer
|
||
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