LOCK-UP AGREEMENT
THIS
AGREEMENT (this “Agreement”)
is
dated as of May ___, 2007 by and among National Realty & Mortgage, Inc., a
Nevada corporation (the “Company”),
and
Rise Elite International Limited, a British Virgin Islands company
(“Shareholder”).
WHEREAS,
the Company intends to enter into a share exchange transaction with Shareholder
whereby Shareholder will exchange all its equity interest in World Through
Limited, a British Virgin Islands company and a wholly-owned subsidiary of
Shareholder, for the issuance of shares of a newly-designated Series A
Convertible Preferred Stock of the Company, par value $0.001 per share (the
“Series
A Stock”)
and a
private placement financing transaction with certain accredited investors (the
“Investors”)
whereby the Company will issue shares of a newly-designated Series B Convertible
Preferred Stock, par value $0.001 per share (the “Series
B Stock”)
and
related warrants (the “Warrants”)
to
purchase shares of Common Stock of the Company, par value $0.001 per share
(the
“Common
Stock”)
(the
“Financing
Transaction”).
WHEREAS,
to induce the Company and the Investors to enter into the Financing Transaction
pursuant to the Series B Convertible Preferred Stock Purchase Agreement dated
May ____, 2007 by and among the Company and the Investors (the “Purchase
Agreement”),
Shareholder has agreed not to sell any shares of the Company’s Series A Stock or
any Common Stock issuable upon conversion of the Series A Stock that Shareholder
presently owns or may acquire after the date hereof, except in accordance with
the terms and conditions set forth herein (collectively, the “Lock-Up
Shares”).
Capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Purchase Agreement.
NOW,
THEREFORE, in consideration of the covenants and conditions hereinafter
contained, the parties hereto agree as follows:
1. Restriction
on Transfer; Term.
Each of
the Shareholder hereby agrees with the Company that such Shareholder will not
offer, sell, contract to sell, assign, transfer, hypothecate, pledge or grant
a
security interest in, or otherwise dispose of, or enter into any transaction
which is designed to, or might reasonably be expected to, result in the
disposition of (whether by actual disposition or effective economic disposition
due to cash settlement or otherwise, directly or indirectly (each, a
“transfer”), any of the shares of Common Stock or Preferred Shares owned by such
Shareholder at any time from the period commencing on the Closing Date and
expiring on the date that is eighteen (18) months following the effective date
of the initial registration statement (the “Effective
Date”)
filed
by the Company with the Securities and Exchange Commission providing for the
resale of the shares of Common Stock issuable upon conversion of the Preferred
Shares issued pursuant to the Purchase Agreement (the “Period”),
each
Shareholder agrees that, during the twenty four (24) months immediately
following the Period that such Shareholder shall not transfer more than one
twelfth (1/12) of such Shareholder’s total holdings of Common Stock or Preferred
Shares during any one (1) month.
2. Ownership.
During
the Period, Shareholder shall retain all rights of ownership in the Lock-Up
Shares, including, without limitation, voting rights and the right to receive
any dividends, if any, that may be declared in respect thereof.
3. Company
and Transfer Agent.
The
Company is hereby authorized to disclose the existence of this Agreement to
its
transfer agent. The Company and its transfer agent are hereby authorized to
decline to make any transfer of the Common Stock if such transfer would
constitute a violation or breach of this Agreement and/or the Purchase
Agreement.
4. Notices.
All
notices, demands, consents, requests, instructions and other communications
to
be given or delivered or permitted under or by reason of the provisions of
this
Agreement or in connection with the transactions contemplated hereby shall
be in
writing and shall be deemed to be delivered and received by the intended
recipient as follows: (i) if personally delivered, on the business day of such
delivery (as evidenced by the receipt of the personal delivery service), (ii)
if
mailed certified or registered mail return receipt requested, four (4) business
days after being mailed, (iii) if delivered by overnight courier (with all
charges having been prepaid), on the business day of such delivery (as evidenced
by the receipt of the overnight courier service of recognized standing), or
(iv)
if delivered by facsimile transmission, on the business day of such delivery
if
sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
time,
on the next succeeding business day (as evidenced by the printed confirmation
of
delivery generated by the sending party’s telecopier machine). If any notice,
demand, consent, request, instruction or other communication cannot be delivered
because of a changed address of which no notice was given (in accordance with
this Section 4), or the refusal to accept same, the notice, demand, consent,
request, instruction or other communication shall be deemed received on the
second business day the notice is sent (as evidenced by a sworn affidavit of
the
sender). All such notices, demands, consents, requests, instructions and other
communications will be sent to the following addresses or facsimile numbers
as
applicable.
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If
to the Company:
National
Realty and Mortgage, Inc.
c/o
Daqing Sunway Technology Co., Ltd.
Daqing
Hi-Tech Industry Development Zone
Daqing,
Helongjiang, Post Code 163316
People’s
Republic of China
Attention:
Dr. Xxxxx Xxxx, Chie Financial Officer
Tel:
00-000-0000000
Fax:
00-000-0000000
Email:
xxx0000@000.xxx
with
copies (which copies shall not constitute notice to the Issuer)
to:
Guzov
Ofsink, LLC
000
Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxx
Tel.
No.: (000) 000-0000, ext. 127
Fax
No.: (000) 000-0000
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2
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And
to:
Loeb
& Loeb LLP
000
Xxxx Xxxxxx
Xxx
Xxxx, XX 00000
Attn:
Xxxxxxxx Xxxxxxxx
Facsimile:
212-407-4000
email:
xxxxxxxxx@xxxx.xxx
If
to Shareholder,
Rise
Elite International Limited
c/o
Daqing Sunway Technology Co., Ltd.
Daqing
Hi-Tech Industry Development Zone
Daqing,
Helongjiang, Post Code 163316
People’s
Republic of China
Attention:
Dr. Xxxxx Xxxx, Chief Financial Officer
Tel:
00-000-0000000
Fax:
00-000-0000000
Email:
xxx0000@000.xxx
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or
to
such other address as any party may specify by notice given to the other party
in accordance with this Section 4.
5. Amendment.
This
Agreement may not be modified, amended, altered or supplemented, except by
a
written agreement executed by each of the parties hereto.
6. Entire
Agreement.
This
Agreement contain the entire understanding and agreement of the parties relating
to the subject matter hereof and supersedes all prior and/or contemporaneous
understandings and agreements of any kind and nature (whether written or oral)
among the parties with respect to such subject matter, all of which are merged
herein.
7. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York applicable to agreements made and to be performed in that
state, without regard to any of its principles of conflicts of laws or other
laws which would result in the application of the laws of another jurisdiction.
This Agreement shall be construed and interpreted without regard to any
presumption against the party causing this Agreement to be drafted.
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8. Waiver
of Jury Trial.
EACH OF
THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL
BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES
UNCONDITIONALLY AND IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE FEDERAL
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK WITH RESPECT TO ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE PARTIES HEREBY UNCONDITIONALLY
AND IRREVOCABLY WAIVES ANY OBJECTION TO VENUE IN NEW YORK COUNTY OR SUCH
DISTRICT, AND AGREES THAT SERVICE OF ANY SUMMONS, COMPLAINT, NOTICE OR OTHER
PROCESS RELATING TO SUCH SUIT, ACTION OR OTHER PROCEEDING MAY BE EFFECTED IN
THE
MANNER PROVIDED IN SECTION 4.
9. Severability.
The
parties agree that if any provision of this Agreement be held to be invalid,
illegal or unenforceable in any jurisdiction, that holding shall be effective
only to the extent of such invalidity, illegally or unenforceability without
invalidating or rendering illegal or unenforceable the remaining provisions
hereof, and any such invalidity, illegally or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any
other jurisdiction. It is the intent of the parties that this Agreement be
fully
enforced to the fullest extent permitted by applicable law.
10. Binding
Effect; Assignment.
This
Agreement and the rights and obligations hereunder may not be assigned by any
party hereto without the prior written consent of the other parties hereby.
This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
11. Headings.
The
section headings contained in this Agreement (including, without limitation,
section headings and headings in the exhibits and schedules) are inserted for
reference purposes only and shall not affect in any way the meaning,
construction or interpretation of this Agreement. Any reference to the
masculine, feminine, or neuter gender shall be a reference to such other gender
as is appropriate. References to the singular shall include the plural and
vice
versa.
12. Counterparts.
This
Agreement may be executed in two or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall
be
deemed to be an original, and all of which, when taken together, shall
constitute one and the same document. This Agreement shall become effective
when
one or more counterparts, taken together, shall have been executed and delivered
by all of the parties.
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Schedule
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