LOCK-UP AGREEMENT
Exhibit
10.2
Execution
Version
CANACCORD
XXXXX INC.
00 Xxxx
Xxxxxx, 00xx Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Re: SinoHub, Inc. – Placement of
Common Stock
Ladies
and Gentlemen:
The
undersigned understands that Canaccord Xxxxx Inc. (“Canaccord Xxxxx”) proposes
to enter into a Placement Agency Agreement (the “Placement Agency Agreement”)
with SinoHub, Inc., a Delaware corporation (the “Company”), providing for a
private offering (the “Placement”) of shares (the “Shares”) of the common stock,
par value $0.001 per share, of the Company (the “Common Stock”), and/or
securities convertible into or exchangeable or exercisable for Shares, for which
Canaccord Xxxxx will act as the placement agent.
In
consideration of the agreement by Canaccord Xxxxx to continue its efforts as
placement agent in connection with the Placement of the Shares, and of other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned agrees that, during the period beginning on the
date hereof and continuing to and including the date of effectiveness of the
registration statement covering the resale of the Shares sold in the Placement
(such period, as may be extended as further set forth in this Agreement, the
“Lock-Up Period”), the undersigned will not offer, sell, contract to sell,
pledge, grant any option to purchase, make any short sale or otherwise dispose
of any shares of Common Stock, or any options or warrants to purchase any shares
of Common Stock, or any securities convertible into, exchangeable for or that
represent the right to receive shares of Common Stock, whether now owned or
hereinafter acquired, owned directly by the undersigned (including holding as a
custodian) or with respect to which the undersigned has beneficial ownership
within the rules and regulations of the Securities and Exchange Commission
(collectively, the “Undersigned’s Shares”), without the prior written consent of
the Placement Agent; provided, further that, with respect to fifty percent (50%)
of the Undersigned’s Shares owned as of the date of this Agreement, the Lock-Up
Period shall continue to and include the date which is forty-five (45) days
following the date of effectiveness of the registration statement covering the
resale of the Shares sold in the Placement.
The
foregoing restriction is expressly agreed to preclude the undersigned from
engaging in any hedging or other transaction which is designed to or reasonably
expected to lead to, or result in, a sale or disposition of the Undersigned’s
Shares even if such shares would be disposed of by someone other than the
undersigned. Such prohibited hedging or other transactions would include without
limitation any short sale (whether or not against the box) or any purchase, sale
or grant of any right (including without limitation any put or call option) with
respect to any of the Undersigned’s Shares or with respect to any security that
includes, relates to, or derives any significant part of its value from such
shares. Notwithstanding the foregoing, nothing in this Lock-Up Agreement shall
prohibit (i) any grant or exercise of options to purchase Common Stock pursuant
to the Company’s option plans, (ii) any exercise of warrants to purchase Common
Stock or (ii) the conversion of any equity security held by the undersigned into
Common Stock.
Notwithstanding
the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a
bona fide gift or
gifts, or by will or intestacy, provided that the transferee or transferees
thereof agree to be bound by the restrictions set forth herein, (ii) to any
immediate family member of the undersigned or any trust for the direct or
indirect benefit of the undersigned or any immediate family member of the
undersigned, provided that the
transferee or the trustee of the trust, as
applicable, agrees to be bound by the restrictions set forth herein, and
provided further that any such transfer shall not involve a disposition for
value, or (iii) with the prior written consent of Canaccord
Xxxxx. For purposes of this Lock-Up Agreement, “immediate family”
shall mean any relationship by blood, marriage or adoption, not more remote than
first cousin.
Except as
set forth on the signature page hereto, the undersigned now has, and except as
contemplated by clauses (i) through (iii) of the foregoing paragraph, for the
duration of this Lock-Up Agreement will have, good and marketable title to the
Undersigned’s Shares, free and clear of all liens, encumbrances and claims
whatsoever. The undersigned also agrees and consents to the Company
entering stop transfer instructions with its transfer agent and registrar
against the transfer of the Undersigned’s Shares except in compliance with the
foregoing restrictions.
Notwithstanding
anything contained herein to the contrary, if (1) during the last 17 days of the
applicable Lock-Up Period, the Company issues an earnings release or material
news or a material event relating to the Company occurs; or (2) prior to the
expiration of the applicable Lock-Up Period, the Company announces that it will
release earnings results during the 16-day period beginning on the last day of
the applicable Lock-Up Period, the restrictions imposed by this Lock-Up
Agreement shall continue to apply until the expiration of the 18-day period
beginning on the issuance of the earnings release or the occurrence of the
material news or material event.
The
undersigned further represents and agrees that the undersigned has not taken and
will not take, directly or indirectly, any action which is designed to or which
has constituted or which would reasonably be expected to cause or result in
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Shares, or which has otherwise constituted
or will constitute any prohibited bid for or purchase of the Shares or any
related securities.
Notwithstanding
anything contained herein to the contrary, this Lock-Up Agreement shall
terminate and be of no further force or effect upon the earlier of (i)
expiration of the applicable Lock-Up Period and (ii) written notice either by
the Company to Canaccord Xxxxx or by Canaccord Xxxxx to the Company that the
Placement of the Shares has been terminated or suspended.
- 2 -
Execution
Version
The
undersigned understands that the Company and Canaccord Xxxxx are relying upon
this Lock-Up Agreement in proceeding toward consummation of the
Placement. The undersigned further understands that this Lock-Up
Agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors and assigns.
Very
truly yours,
Date: ___________________
________________________________________
Signature
________________________________________
Print
Name
________________________________________
Title
The
following liens, encumbrances and claims relate to the Undersigned’s
Shares:
____________________________________________________________________________
____________________________________________________________________________
