LOCK-UP AGREEMENT WITH ORDINARY SHAREHOLDERS [II]
LOCK-UP
AGREEMENT WITH ORDINARY SHAREHOLDERS [II]
THIS
AGREEMENT (the "Agreement"),
is
made and entered into by the undersigned (each a “Shareholder”
and
collectively “Shareholders”
)
and
Green
China Resources, Inc., a company established under the laws of British Virgin
Islands (“Buyer”)
as of
the ____ day of ________, 2008. Buyer and Shareholders shall
be
collectively referred to as the “Parties”
or
individually as a “Party.”
Capitalized
terms used herein and not otherwise herein defined shall have the meanings
set
forth for such terms in the Stock Purchase Agreement (as defined
below).
RECITALS
WHEREAS,
Buyer
and
Shareholders, who among them own more than 1% but less than 5% of the issued
and
outstanding ordinary shares of China Greenscape Co. Ltd. (“Greenscape”),
a
limited liability company organized under the laws of the British Virgin
Islands, among others, have entered into that certain Stock Purchase Agreement
of even date herewith (“Stock
Purchase Agreement”);
and
WHEREAS,
in connection with and pursuant to the terms of the Stock Purchase Agreement,
each Shareholder shall hold or be entitled to receive ordinary shares of Buyer;
and
WHEREAS,
each Shareholder is entering into this Agreement to set forth certain terms
and
conditions governing its actions for a period of time following the Closing
of
the transactions contemplated in the Stock Purchase Agreement.
AGREEMENT
NOW,
THEREFORE, in consideration of the transactions contemplated by the Stock
Purchase Agreement and the mutual promises and covenants contained herein,
each
of the undersigned Shareholders agrees as follows:
1.
Restriction
on Transfer of Shares.
Without
a waiver given upon an affirmative vote of the independent members of the Board
of Directors of Buyer, during the term of this Agreement, each of the
undersigned Shareholders shall not transfer, sell, assign or convey, or offer
or
agree to transfer, sell, assign or convey, any of the Buyer’s ordinary shares
held, or to be held or entitled to be received by such Shareholder, subject
to
the ability to transfer Buyer’s ordinary shares in the following amounts and
during the following periods:
(a)
an
initial ten percent (10%) on the Effective Date;
(b)
an
additional twenty five percent (25%) beginning three (3) months after the
Closing Date;
(c)
the
remaining sixty five percent (65%) at any time beginning six (6) months after
the Closing Date.
2.Notation
of Shares. Each
undersigned Shareholder understands that the transfer agent of Buyer may be
given notice that shares Buyer’s ordinary shares held by Shareholders are
subject to the terms of this Agreement and such shares of Buyer’s ordinary
shares shall not be transferred except in accordance with the terms
hereof.
3.
Remedies.
The
undersigned acknowledges and agrees that neither Shine, Buyer, Greenscape,
nor
the Company could be made whole by monetary damages in the event of any default
by the undersigned of the terms and conditions set forth in this Agreement.
It
is accordingly agreed and understood that Shine, Buyer, Greenscape, and the
Company, in addition to any other remedy which each may have at law or in
equity, shall be entitled to an injunction or injunctions to prevent breaches
of
this Agreement and specifically to enforce the terms and provisions hereof
in
any action instituted in any court of the United States, British Virgin Islands,
Hong Kong or the People’s Republic of China, or in any other court that has
appropriate jurisdiction.
4.
Term.
The
covenants and obligations set forth in paragraphs 1 through 3 of this Agreement
shall expire and be of no further force or effect on the earliest of: (i) the
expiration or termination of the Stock Purchase Agreement; or (ii) with respect
to a Shareholder who is in the Management Team (“Management
Shareholder”),
upon
the termination of employment of the Management Shareholder by Shine, Buyer,
Greenscape or a Subsidiary of Greenscape without cause or as a result of a
breach by Shine, Buyer, Greenscape or a Subsidiary of Greenscape of any
employment agreement with such Management Shareholder.
5.
Other
Restrictions on Transfer. The
restrictions on transfer of shares pursuant to this Agreement shall be subject
to any additional restrictions on transfers that any Shareholder may agree
to,
to the extent that such additional restrictions may be more
restrictive.
6.
Successor
and Assigns. This
Agreement shall be binding upon each of the undersigned Shareholders and each
of
his or her respective heirs and assigns.
7.
Governing
Law. This
Agreement shall be governed by the laws of the State of Delaware.
8.
Dispute
Resolution.
The
parties shall initially attempt to resolve any dispute, controversy or claim
arising out of or relating to this Agreement, or the interpretation, breach,
termination or validity hereof, through consultation conducted in good faith.
Such consultation shall begin immediately after one Party has delivered to
the
other Party a written request for such consultation. If within 30 days following
the date on which such notice is given the dispute has not been resolved, a
Party hereto may file legal action in the United States Federal Court, Northern
District of California, which shall be the exclusive jurisdiction and venue
for
any dispute arising hereunder. All Parties hereby consent to the jurisdiction
of
such court.
9.
Counterparts.
This
Agreement may be executed in two or more counterparts, each of which will be
deemed to be an original, but all of which will constitute one and the same
agreement, it being understood that all parties need not sign the same
counterpart. Facsimile transmission of any signed original document and/or
retransmission of any signed facsimile transmission will be deemed the same
as
delivery of an original. At the request of any party, the parties will confirm
facsimile transmission by signing a duplicate original document.
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by each
of
the undersigned Shareholders as of the day and year first above
written.
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GREEN
CHINA RESOURCES, INC.,
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a
company established under the laws of the British Virgin
Islands
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By:
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Name:
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Its:
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Address:
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SHAREHOLDERS:
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By:
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Name:
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Address:
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By:
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Name:
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Address:
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