FORM OF LOCK-UP AGREEMENT [Note: Each person subject to the Lock-Up Agreement will sign a separate agreement.]
Exhibit
10.3
[Note:
Each person subject to the Lock-Up Agreement will sign a separate
agreement.]
[Closing
Date]
Golden
Green Enterprises Limited
[Post-Closing
Address]
Ladies
and Gentlemen:
In
connection with the Agreement of Merger and Plan of Reorganization dated
_______, 2008 by and among China Opportunity Acquisition Corp. (“COAC”), Golden
Green Enterprises Limited (“BVICo”), Wealth Rainbow Development Limited, Henan
Green Complex Materials Co., Ltd and the shareholders of BVICo (the “Merger
Agreement”), to induce COAC to consummate the Merger (as defined in the Merger
Agreement), the undersigned agrees to, neither directly nor indirectly, during
the “Restricted Period” (as hereinafter defined):
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(1)
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sell
or offer or contract to sell or offer, grant any option or warrant
for the
sale of, assign, transfer, pledge, hypothecate, or otherwise encumber
or
dispose of (all being referred to as a “Transfer”) any legal or beneficial
interest in any Ordinary Shares of BVICo (“BVICo Shares”) issued to the
undersigned [prior to the date hereof](1)
[in connection with the Merger](2)
(the “Restricted Securities”), or
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(2)
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enter
into any swap or any other agreement or any transaction that transfers,
in
whole or in part, directly or indirectly, the economic consequence
of
ownership of any of the Restricted Securities, whether such swap
transaction is to be settled by delivery of any Restricted Securities
or
other securities of any person, in cash or otherwise,
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As
used
herein, “Restricted Period” means the period commencing on the Closing Date (as
defined in the Stock Purchase Agreement) and ending on the day preceding [the
first anniversary of the Closing Date](3)
[the day
this is six months after the Closing Date].(4)
It
is
understood that the BVI Shares owned by the undersigned and held in escrow
pursuant to that certain Escrow Agreement (as defined in the Merger Agreement)
shall be considered part of the “Restricted Securities” and shall, for purposes
of calculating the number of Restricted Securities the undersigned is entitled
to Transfer hereunder, be entirely included in that portion of the Restricted
Securities that remain subject to the restrictions of this
Agreement.(5)
Notwithstanding
the foregoing limitations, this Lock-Up Agreement will not prevent any Transfer
of any or all of the Restricted Securities, either during the undersigned’s
lifetime or on the undersigned’s death, by gift, will or intestate succession,
or by judicial decree, to the undersigned’s “family members” (as defined below)
or to trusts, family limited partnerships and similar entities primarily for
the
benefit of the undersigned or the undersigned’s “family members”; provided,
however, that in each and any such event it shall be a condition to the Transfer
that the transferee execute an agreement stating that the transferee is
receiving and holding the Restricted Securities subject to the provisions of
this Lock-Up Agreement, and other than to return the Restricted Securities
to
the former ownership, there shall be no further Transfer of the Restricted
Securities except in accordance with this Lock-Up Agreement. For purposes of
this sub-paragraph, “family member” shall mean spouse, lineal descendants,
stepchildren, father, mother, brother or sister of the transferor or of the
transferor’s spouse. Also notwithstanding the foregoing limitations, in the
event the undersigned is an entity rather than an individual, this Lock-Up
Agreement will not prevent any Transfer of any or all of the
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(1)
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For
agreements signed by original BVICo
shareholders.
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(2)
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For
agreements signed by COAC Insiders.
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(3)
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For
all shareholders other than Plumpton Group Limited and Honest Joy
Group
Limited.
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(4)
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For
Plumpton Group Limited and Honest Joy Group
Limited.
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(5)
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This
paragraph will be only in agreement for Golden Green Enterprises
Limited.
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Restricted
Securities to the shareholders of such entity, if it is a corporation, to the
members of such entity, if it is a limited liability company, or to the partners
in such entity, if it is a partnership; provided, however, that in each and
any
such event it shall be a condition to the Transfer that the transferee execute
an agreement stating that the transferee is receiving and holding the Restricted
Securities subject to the provisions of this Lock-Up Agreement, and other than
to return the Restricted Securities to the former ownership, there shall be
no
further Transfer of the Restricted Securities in accordance with this Lock-Up
Agreement.
Any
of
the Restricted Securities subject to this Lock-Up Agreement may be released
in
whole or part from the terms hereof only upon the approval of the Board of
Directors of BVICo and a majority of the persons serving as directors of COAC
immediately prior to the Merger.
The
undersigned hereby authorizes BVICo’s transfer agent to apply to any
certificates representing Restricted Securities issued to the undersigned the
appropriate legend to reflect the existence and general terms of this Lock-up
Agreement.
This
Lock-up Agreement will be legally binding on the undersigned and on the
undersigned’s heirs, successors, executors, administrators, conservators and
permitted assigns, and is executed as an instrument governed by the law of
New
York.
Very
truly yours,
[Signature]
[Typed
Name]
E-2