Exhibit 99.1
LOCKUP AGREEMENT
THIS LOCKUP AGREEMENT (this "Agreement") is entered into as of
September ___, 2005, between ______________ ("Stockholder") and China Digital
Wireless, Inc., a Nevada corporation (the "Company").
W I T N E S S E T H:
WHEREAS, Stockholder currently owns shares of the Company's common
stock, par value $0.001 per share (the "Common Stock"), and/or securities
convertible into or exercisable or exchangeable for Common Stock; and
WHEREAS, the Company and Stockholder desire that Stockholder agree to
certain restrictions on transfer with respect to a portion of the Company's
securities owned by Stockholder as further set forth herein.
NOW, THEREFORE, in consideration of and subject to the mutual
agreements, terms and conditions herein contained, the receipt and sufficiency
of which are hereby acknowledged, the Company and Stockholder agree as follows:
1. LOCKUP AGREEMENT
1.1 Lockup. Without the prior written consent of the Company,
Stockholder will not, from the Effective Date until the earlier of (i) 180 days
after the date of this Agreement and (ii) the date that The American Stock
Exchange ("AMEX") has approved the Company's application for listing of the
Common Stock, directly or indirectly:
(a) offer, pledge, announce the intention to sell, sell,
assign, transfer, encumber, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock
(including without limitation, Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock that
may be deemed to be beneficially owned by the undersigned in accordance
with the rules and regulations of the U.S. Securities and Exchange
Commission) (collectively, the "Lockup Shares");
(b) enter into any swap or other agreement that transfers, in
whole or in part, any of the economic consequences of ownership of any
Lockup Shares, whether any such transaction described in clause (a)
above is to be settled by delivery of Lockup Shares or such other
securities, in cash or otherwise; or
(c) make any demand for, or exercise any right with respect
to, the registration of any Lockup Shares;
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provided that this agreement will not prevent the transfer of Lockup Shares by
Stockholder as a gift or gifts to family members or charitable organizations to
the extent that any donee thereof agrees in writing to be bound by the terms of
this Section 1; and provided further, that the restrictions set forth in this
Section 1 shall only apply to 75% of the Lockup Shares owned by Stockholder on
the date of this Agreement. The remaining 25% of the Lockup Shares owned by
Stockholder on the date of this Agreement, and any additional shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock acquired by Stockholder after the date of this Agreement, shall not
be subject to such the restrictions set forth in this Section 1.
1.2 Consent to Decline Transfers. Stockholder agrees and consents that
the Company and its transfer agent and registrar are hereby authorized to
decline to make any transfer of Common Stock or any security convertible into or
exercisable or exchangeable for Common Stock if such transfer would constitute a
violation or breach of this Agreement.
1.3 Release of Shares. At any time and from time to time during the
term of this Agreement, the Company may, in its sole discretion and upon notice
to Stockholder, reduce the percentage of Stockholder's Lockup Shares that are
subject to the restrictions of this Section 1; provided that any remaining
Lockup Shares will continue to be subject to the restrictions in this Section 1
for the remainder of the term set forth in Section 1.1.
2. EFFECTIVE DATE OF THIS AGREEMENT
This Agreement shall become effective (a) upon the date first above
written or (b) upon the date that all persons known to the Company to hold
200,000 shares or more of the Common Stock ("Major Stockholders") have entered
into agreements substantially similar to this Agreement or Stockholder has
otherwise agreed that this Agreement is effective, whichever is later.
3. MISCELLANEOUS
3.1 AMEX Approval. The Company shall promptly notify Stockholder if
AMEX approves the Company's application for listing of the Common Stock at the
physical address or email address set forth on the signature page of this
Agreement.
3.2 Waiver, Amendment. No provision of this Agreement shall be waived,
modified, changed, discharged or terminated except by an instrument in writing
signed by the party against whom any waiver, modification, change, discharge or
termination is sought.
3.3 Assignability. This Agreement shall be binding upon and inure to
the benefit of the respective parties hereto, their successors and permitted
assigns, heirs and personal representatives. Neither this Agreement nor any
right, remedy, obligation or liability hereunder shall be assignable by either
the Company or Stockholder without the prior written consent of each other
party.
3.4 Section and Other Headings. The section headings in this Agreement
are for reference purposes only and shall not affect in any way the
interpretation of this Agreement.
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3.5 Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Nevada, without giving
effect to principles of conflicts of laws thereof that would require the
application of the law of another jurisdiction.
3.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which together shall be deemed to be one and the same
agreement.
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IN WITNESS WHEREOF, the Company and Stockholder have executed this
Agreement as of the date first written above.
CHINA DIGITAL WIRELESS, INC.
By:_________________________
Name:
Title:
STOCKHOLDER
By:_________________________
Name:
Title:
Address of Stockholder:
____________________________
____________________________
____________________________
Email Address:
____________________________
