LOCK-UP AGREEMENT FOR COMPANY
LOCK-UP
AGREEMENT FOR COMPANY
December
23, 2010
WESTPARK
CAPITAL, INC.
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
Dear
Ladies and Gentlemen:
The
undersigned, SRKP 20, Inc., a Delaware corporation (referred to herein as the
“Company”),
hereby delivers this Lock-Up Agreement to WestPark Capital, Inc. (“WestPark” or “you”). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in that certain Placement Agency Agreement dated December 23,
2010 (the “Placement
Agency Agreement”) by and among the Company, Immense Fortune Holdings
Limited, a company organized under the laws of the British Virgin Islands, and
WestPark.
As a
condition to the Placement Agency Agreement, and in recognition of the benefit
that the Offering will confer upon the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned irrevocably covenants and agrees that except as expressly
contemplated by the Share Exchange and the Offering, it will not, directly or
indirectly, (a) offer, pledge, sell, offer to sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend or otherwise transfer or dispose
of any of the shares of Common Stock or any securities convertible into, or
exercisable or exchangeable for, shares of Common Stock, or (b) enter into any
swap or other agreement that transfers, in whole or in part, any of the economic
consequences of ownership of the shares of Common Stock or such other securities
convertible into, or exercisable or exchangeable for, shares of Common Stock
(whether any such transaction described in clause (a) or (b) above is to be
settled by delivery of the shares of Common Stock or such other securities, in
cash or otherwise), other than repurchases at cost or without cost pursuant to
the terms of the Company’s option and restricted stock purchase agreements, in
each case, beneficially owned (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) or otherwise controlled by the
Company on the date hereof or hereafter acquired or otherwise controlled, for a
period beginning from the date of listing or quotation of the Company's Common
Stock on either the New York Stock Exchange, NYSE Amex, NASDAQ Global Market,
NASDAQ Capital Market or the OTC Bulletin Board (the “Listing Date”) and
continuing to and including the date twenty-four (24) months after the Listing
Date, without the prior written consent of WestPark; provided, however, that the
Company may, without the prior written consent of WestPark, issue equity awards
to employees of the Company pursuant to equity incentive plans approved by the
board of directors and shareholders of the Company (provided that such grants do
not exceed 7% of the outstanding shares, which includes the issuance of the
shares issued in connection with the Offering).
The
Company confirms that it understands that WestPark Capital, Inc. will rely upon
the representations set forth in this agreement as a condition to the Placement
Agency Agreement. This agreement shall be binding on the undersigned
and its successors, heirs, personal representatives and assigns.
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Sincerely,
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SRKP
20, INC.,
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a
Delaware corporation
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By:
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/s/ Xxxxxxx Xxxxxxxxx
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Name:
Xxxxxxx Xxxxxxxxx
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Title: President
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RATIFIED,
ACCEPTED & AGREED:
a
Delaware corporation
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By:
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/s/ Wu Zuxi
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Name:
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Wu Zuxi
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Title:
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CEO
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Date:
December 23, 2010
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