LOCK-UP AGREEMENT
Execution
Copy
THIS
LOCK-UP AGREEMENT (the "Agreement")
is
made and entered into on October 9, 2007 between the stockholders set forth
on
the signature page to this Agreement (each, a "Holder")
and
Wentworth II, Inc., a Delaware corporation (the "Company").
RECITALS
A. The
Company has determined that it is advisable and in its best interest to enter
into (i) that certain Share Exchange Agreement, dated as of October 9, 2007
(the
“Exchange
Agreement”)
with
Omnia Luo Group Limited, a British Virgin Islands company (“Omnia
Luo”)
and the
individuals named therein (the “Omnia
Luo Shareholders”),
pursuant to which the Company will consummate an exchange of certain of its
shares for all of the outstanding shares of Omnia Luo (the “Exchange”),
and
(ii) that certain Securities Purchase Agreement, dated as of October 9, 2007
(the “Purchase
Agreement”)
with
the Investors named therein (the "Investors"),
pursuant to which the Company will issue and sell in a private offering
securities of the Company (the "Offering").
Capitalized terms used and not otherwise defined herein that are defined in
the
Purchase Agreement will have the meanings given such terms in the Purchase
Agreement.
B. In
connection with the Offering, the Company has agreed to provide the Investors
certain registration rights pursuant to a Registration Rights Agreement dated
as
of October 9, 2007 (the “Registration
Rights Agreement”),
and in
furtherance thereof has agreed to file a registration statement to enable the
Investors to resell the securities which are the subject of the
Offering.
C. It
is a
condition to the consummation of the closing of the Exchange and to the
Investors' respective obligations to close under the Purchase Agreement and
provide the financing contemplating by the Offering that each Holder execute
and
deliver to the Company this Agreement.
D. In
contemplation of, and as a material inducement for the Omnia Luo Shareholders
to
enter into the Exchange Agreement and for the Investors to enter into the
Purchase Agreement, the Holder and the Company have each agreed to execute
and
deliver this Agreement.
NOW,
THEREFORE, for and in consideration of the mutual covenants and agreements
set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties, intending to be
legally bound, agree as follows:
1. Effectiveness
of Agreement.
This
Agreement shall become null and void if the Purchase Agreement is terminated
prior to closing. The Holder has independently evaluated the merits of its
decision to enter into and deliver this Agreement, and such Holder confirms
that
it has not relied on the advice of the Company or any other person.
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2. Representations
and Warranties.
Each of
the parties hereto, by their respective execution and delivery of this
Agreement, hereby represents and warrants to the others and to all third party
beneficiaries of this Agreement that (a) such party has the full right, capacity
and authority to enter into, deliver and perform its respective obligations
under this Agreement, (b) this Agreement has been duly executed and delivered
by
such party and is the binding and enforceable obligation of such party,
enforceable against such party in accordance with the terms of this Agreement
and (c) the execution, delivery and performance of such party’s obligations
under this Agreement will not conflict with or breach the terms of any other
agreement, contract, commitment or understanding to which such party is a party
or to which the assets or securities of such party are bound.
3. Beneficial
Ownership.
Holder
hereby represents and warrants that it does not beneficially own (as determined
in accordance with Section 13(d) of the Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder) any shares of Common Stock,
or
any economic interest therein or derivative therefrom, other than those shares
of Common Stock specified on its signature page to this Agreement. For purposes
of the Agreement the shares of Common Stock beneficially owned by such Holder
as
specified on its signature page to this Agreement are collectively referred
to
as the “Holder’s
Shares.”
4. Lockup.
The
Holder irrevocably agrees that from and after the date of this Agreement and
through and including the date which is six months after the first Effective
Date (as defined in the Registration Rights Agreement) (the "Lockup
Period"),
it
will not (i) sell, offer to sell, contract or agree to sell, hypothecate, hedge,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose
of, directly or indirectly, any Holder’s Shares or warrants or other rights to
purchase Holder’s Shares or other shares of Common Stock, or (ii) enter into any
swap or other arrangement that transfers to another, in whole or in part, any
of
the economic consequences of ownership of Holder’s Shares, or warrants or other
rights to purchase shares of Common Stock, whether any such transaction is
to be
settled by delivery of such securities, in cash or otherwise (collectively,
a
“Transfer”).
In
furtherance thereof, the Company will (x) place a stop order on all Holder’s
Shares covered by any registration statements, (y) notify its transfer agent
in
writing of the stop order and the restrictions on such Holder’s Shares under
this Agreement and direct the transfer agent not to process any attempts by
the
Holder to Transfer any Holder’s Shares, whether under such registration
statements or otherwise, in violation of this Agreement. Notwithstanding the
foregoing, a Holder’s Shares may be sold or otherwise transferred in a private
non-market transaction during the Lock-Up Period so long as the acquirer of
the
Xxxxx’x Shares, by written agreement with the Company entered into at the time
of acquisition and delivered to the Company prior to the consummation of such
acquisition, agrees to be bound by the restrictions set forth in this
Agreement
5. No
Third-Party Rights.
No
parties other than the Holder and the Company shall have any rights to enforce
this Agreement.
6. No
Additional Fees/Payment.
Other
than the consideration specifically referenced herein, the parties hereto agree
that no fee, payment or additional consideration in any form has been or will
be
paid to the Holder in connection with this Agreement.
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7. Enumeration
and Headings.
The
enumeration and headings contained in this Agreement are for convenience of
reference only and shall not control or affect the meaning or construction
of
any of the provisions of this Agreement.
8. Counterparts.
This
Agreement may be executed in facsimile and in any number of counterparts, each
of which when so executed and delivered shall be deemed an original, but all
of
which shall together constitute one and the same agreement.
9. Successors
and Assigns.
This
Agreement and the terms, covenants, provisions and conditions hereof shall
be
binding upon, and shall inure to the benefit of, the respective heirs,
successors and assigns of the parties hereto.
10. Severability.
If any
provision of this Agreement is held to be invalid or unenforceable for any
reason, such provision will be conformed to prevailing law rather than voided,
if possible, in order to achieve the intent of the parties and, in any event,
the remaining provisions of this Agreement shall remain in full force and effect
and shall be binding upon the parties hereto.
11. Amendment.
This
Agreement may not be amended or modified in any manner except by a written
agreement executed by the Company and the Holder to which such amendment
directly relates. It is expressly acknowledged and agreed by each Holder that
the Company may modify, amend or waive provisions of this Agreement as to one
or
more Holders without being required to do so, or give notice thereof, to any
other Holder.
12. Further
Assurances.
Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as any other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated
hereby.
13. No
Strict Construction.
The
language used in this Agreement will be deemed to be the language chosen by
the
parties to express their mutual intent, and no rules of strict construction
will
be applied against any party.
14. Remedies.
The
Company shall have the right to specifically enforce all of the obligations
of
the Holder under this Agreement (without posting a bond or other security),
in
addition to recovering damages by reason of any breach of any provision of
this
Agreement and to exercise all other rights granted by law. Furthermore, the
Holder recognizes that if it fails to perform, observe, or discharge any of
its
obligations under this Agreement, any remedy at law may prove to be inadequate
relief to the Company. Therefore, the Holder agrees that the Company shall
be
entitled to seek temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages and without posting a bond
or
other security.
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15. Governing
Law.
The
terms and provisions of this Agreement shall be construed in accordance with
the
laws of the State of New York and the federal laws of the United States of
America applicable therein.
[Remainder
of Page Intentionally Left Blank]
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IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement as of
the
day and year first above written.
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Name:
[________]
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Number
of shares
of Common Stock
beneficially owned:
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WENTWORTH
II, INC.
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Name: |
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Title:
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