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EXHIBIT 10.17
FORM OF
LOCK-UP AGREEMENT
August ____, 1998
SanTi Group, Inc.
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Re: Registration of 8,046,979 Shares of Common Stock of
SanTi Group, Inc. (the "Company")
Ladies and Gentlemen:
The undersigned officer or director is the beneficial owner of
_________ shares of common stock, $.0001 par value per share ("Common Stock"),
of SanTi Group, Inc. (the "Company"). The undersigned understands that the
Company has filed a Registration Statement on Form S-1 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") for
the registration of approximately 8,046,979 shares of Common Stock (the
"Registration").
In order to induce the Company to proceed with the Registration, at
its expense, the undersigned agrees, for the benefit of the Company, the
undersigned will not, without the prior written consent of the Company, directly
or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any
option to purchase, transfer or otherwise sell or dispose (or announce any
offer, sale, offer of sale, contract of sale, pledge, grant of an option to
purchase or other sale or disposition) of any shares of Common Stock subject to
the Registration Statement (the "Shares") for a period of 180 days (with respect
to 25% of the Shares) and 365 days (with respect to the remaining 75% of the
Shares) after the date of the final Prospectus filed with the Commission
pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Act")
promulgated by the Commission or if no filing under Rule 424(b) is made, the
date of the final Prospectus included in the Registration Statement when
declared effective under the Act, provided, however, that the undersigned may
make the following transfers: (i) bona fide gifts and transfers effected by the
undersigned other than on any securities exchange or in the over-the-counter
market to donees or transferees that agree to execute
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an agreement in the form of this agreement and to be bound by the restrictions
described herein and therein; (ii) transfers to the transferor's affiliates, as
such term is defined in Rule 405 promulgated under the Act, provided the
transferee agrees in writing to be bound by the terms hereof, or (iii) transfers
made with the prior written consent of the Company, which consent must be
approved unanimously by the non-employee members of the Board.
Further, the undersigned agrees that prior to the effective date of
the Registration Statement, the undersigned will not, without the prior written
consent of the Company, other than as disclosed in the Registration Statement,
directly or indirectly, offer, sell, offer to sell, contract to sell, pledge,
grant any option to purchase or otherwise sell or dispose (or announce any
offer, sale, offer of sale, contract of sale, pledge, grant of an option to
purchase or other sale or disposition) of any Shares beneficially owned (within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended)
by the undersigned on the date hereof or hereafter acquired without first
requiring any such offering or acquiring parties to execute and deliver to you
an agreement of substantially similar to this Agreement.
This letter shall bind the undersigned and his heirs, personal
representatives and assigns.
Very truly yours,
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Signature
Name:
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SCHEDULE TO EXHIBIT 10.17
The Company has entered into lock-up agreements with non-insiders that are
substantially similar to the Form of Lock-up Agreement except that such
non-insiders are entitled to sell twenty-five percent of their shares included
in the Registration Statement upon the effective date of the Registration
Statement (the "Effective Date") and seventy-five percent of such shares nine
months after the Effective Date.
