AMENDED LOCK-UP AGREEMENT
AMENDED
LOCK-UP AGREEMENT
This AMENDED LOCK-UP AGREEMENT, dated
and effective as of January ___, 2010 (the "Amended Agreement"),
is entered into by and among China Electric Motor, Inc. (formerly known as SRKP
21, Inc., hereinafter referred to as the “Company”), WestPark
Capital, Inc. (“WestPark”), Xxxx
Capital Partners, LLC (“Xxxx” and together
with WestPark, the “Underwriters”), and
the undersigned security holder of the Company (the “Securityholder”). The
Company, the Underwriters and the Securityholder are collectively referred to
herein as the “Parties.” Terms
not defined in this Amended Agreement shall have the meanings as set forth in
the Agreement (as defined below).
WITNESSETH:
WHEREAS, the Company and the
Securityholder entered into that certain Lock-Up Agreement attached as Exhibit A ( the
“Agreement”);
WHEREAS, the Parties desire to amend
the Agreement by entering into this Amended Agreement due to the increase in
size of the Company’s public offering of its common stock contemplated pursuant
to that certain registration statement on Form S-1 (File No. 333-162459)
(the “Registration Statement”) filed with the Securities and Exchange Commission
(the “Commission”) in which the Securityholder is named as a selling
stockholder.
NOW, THEREFORE, for good and valuable
consideration and in consideration of the respective representations,
warranties, covenants and agreements set forth in the Agreement, the Parties
hereby agree to amend the Agreement as follows:
AGREEMENT:
1. The
fourth (4th) full
paragraph of the Agreement is hereby amended and restated in its entirety as
follows:
All shares of the Company’s Common Stock held by the undersigned shall be
released from the Lock-Up Restrictions on the date that is six (6) 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. 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.
3. Except
as amended herein, the Agreement shall remain in full force and
effect.
4. This
Amended Agreement may be executed in any number of counterparts, each of which
shall be an original, but which together constitute one and the same
instrument. This Amended Agreement may be executed and delivered by
facsimile.
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IN
WITNESS WHEREOF, the undersigned has executed this Amended Lock-Up Agreement as
of the date first written above.
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Printed
Name of Securityholder
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Title
(if applicable):
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[SIGNATURE
PAGE FOR COMPANY AND UNDERWRITERS TO FOLLOW]
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IN WITNESS WHEREOF, the undersigned has
executed this Amended Lock-Up Agreement as of the date first written
above.
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By: Xxx
Xxxx
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Its: Chief
Executive Officer
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WESTPARK
CAPITAL, INC.
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By: Xxxxxxx
Xxxxxxxxx
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Its: President
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XXXX
CAPITAL PARTNERS, LLC
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By:
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Its:
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EXHIBIT
A
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