LOCK-UP AGREEMENT
January
[__], 0000
Xxxxx
Electric Motor, Inc.
Sunna
Motor Industry Park,
Jian’an
Fuyong Hi-Tech Park, Baoan District
Shenzhen,
Guangdong, China
Attention:
Xxx Xxxx
Xxxx
Capital Partners, LLC
00
Xxxxxxxxx Xxxxx
Xxxxxxx
Xxxxx, XX 00000
WestPark
Capital, Inc.
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
The undersigned is a security holder of
China Electric Motor, Inc. (the “Company”). The
undersigned hereby delivers this Lock-up Agreement to the Company.
The Company’s private offering of
shares of its common stock, $0.0001 par value per shares (“Common Stock”) closed
in a series of tranches, with the final tranche closing on October 6, 2009 (the
“Private
Offering”). The undersigned recognizes that it is in the best
financial interests of the Company and of the undersigned, as a stockholder of
the Company, that the securities of the Company held by the undersigned be
subject to certain restrictions. In recognition of the benefit that will be
conferred upon the undersigned as a security holder of the Company and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned irrevocably agrees as follows:
Other than as set forth below, the
undersigned shall not: (a) sell, assign, exchange, transfer, pledge, distribute
or otherwise dispose of (i) any securities of the Company held by the
undersigned or (ii) any interest (including, without limitation, an option to
buy or sell) in any such securities, in whole or in part, and no such attempted
transfer shall be treated as effective for any purpose; or (b) engage in any
transaction in respect to any such securities held by the undersigned or any
interest therein, the intent or effect of which is the effective economic
disposition of such shares (including, but not limited to, engaging in put,
call, short-sale, straddle or similar market transactions) (the foregoing
restrictions are referred to herein as “Lock-Up
Restrictions”).
All securities of the Company held by
the undersigned shall be released from the Lock-Up Restrictions on the date that
is eight (8) months subsequent to the date on which the Company’s Common Stock
begins to be listed or quoted on either the New York Stock Exchange, NYSE Amex,
NASDAQ Global Market, NASDAQ Capital Market or the OTC Bulletin
Board. Xxxx Capital Partner, LLC and WestPark Capital, Inc.(the
“Underwriters”), in their discretion, may release from the Lock-up Restrictions
some or all the undersigned’s shares of the Company’s Common Stock earlier than
the schedule set forth in this Lock-up Agreement.
The certificates evidencing the Company
Common Stock held by the undersigned shall bear a legend as set forth below (the
“Lock-Up Legend”) and such Legend shall remain during the term of this Lock-Up
Agreement as set forth above:
THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS SET
FORTH IN THAT CERTAIN LOCK-UP AGREEMENT BY AND BETWEEN THE COMPANY, A DELAWARE
CORPORATION, AND THE HOLDER HEREOF (THE “LOCK-UP AGREEMENT”), AND MAY NOT BE
SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR
OTHERWISE DISPOSED OF PRIOR TO THAT CERTAIN TIME PERIOD DETAILED IN THE LOCK-UP
AGREEMENT. UPON SATISFACTION OF THE REQUIREMENTS SET FORTH HEREIN, THE ISSUER
AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE
TRANSFER AGENT) UPON THE EXPIRATION OF THE TIME PERIOD SPECIFIED IN THE LOCK-UP
AGREEMENT. A COPY OF THE LOCK-UP AGREEMENT IS AVAILABLE FOR REVIEW AT
THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.
IN WITNESS WHEREOF, the undersigned has
executed this Lock-Up Agreement as of the date first written above.
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Printed
Name of Holder
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Signature
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By:
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Title (if applicable):
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