LOCK-UP AGREEMENT
Exhibit
10.17
China
Intelligent Lighting and Electronics, Inc.
(f/k/a
SKRP 22, Inc.)
Attn: President
WestPark
Capital, Inc.
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
The undersigned is a security holder of
China Intelligent Lighting and Electronics, Inc. (the “Company”). The
undersigned is the holder of record of a total of 858,846 shares of the
Company’s Common Stock (the “Shares”) and warrants
to purchase 613,500 shares of Common Stock (the “Warrants”, and
collectively with the Shares, the “Securities”).
The undersigned recognizes that it is
in the best financial interests of the Company and of the undersigned, as a
stockholder of the Company that the Securities be subject to certain
restrictions and hereby agrees as follows, which shall supersede all prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter of this agreement:
Other than as set forth below, the
undersigned shall not: (a) sell, assign, exchange, transfer, pledge, distribute
or otherwise dispose of (i) any shares of the Common Stock of the Company held
by the undersigned or (ii) any interest (including, without limitation, an
option to buy or sell) in any such Common Stock, in whole or in part, and no
such attempted transfer shall be treated as effective for any purpose; or (b)
engage in any transaction in respect to any such Common Stock held by the
undersigned or any interest therein, the intent or effect of which is the
effective economic disposition of such shares (including, but not limited to,
engaging in put, call, short-sale, straddle or similar market transactions) (the
foregoing restrictions are referred to herein as “Lock-Up
Restrictions”).
The undersigned agrees
that:
(i) 358,846 Shares it holds and 113,
500 shares of Common Stock issuable upon exercise of the Warrants shall be
released from the Lock-Up Restrictions on such date and/or dates and in such
amounts that is equivalent to the date and/or dates and released amounts of the
lock-up restrictions imposed by WestPark Capital, Inc. on investors in any
private offering conducted by the Company further to the share exchange
agreement between the Company and the parent of an operating entity, or any of
its affiliates (the “Private Offering”);
and
(ii) the remaining 500,000 Shares it
holds and 500,000 shares of Common Stock issuable upon exercise of the Warrants
shall be released from the Lock-Up Restrictions on the date that is twelve (12)
months subsequent to the date on which the Company’s Common Stock begins trading
on the NYSE Amex.
WestPark Capital, Inc., in its sole
discretion, may release from the Lock-up Restrictions some or all the
undersigned’s shares of the Company’s Common Stock earlier than the release
schedule as described above, except for the shares held by the undersigned that
are subject to the 12 month lock-up restriction, provided however that the
investors in the Private Offering shall receive the same early release, on a pro
rata basis, or if all of the shares sold in the Private Offering are no longer
subject to any similar Lock-Up restrictions.
The certificates evidencing Common
Stock of the Company held by the undersigned shall bear a legend as set forth
below (the “Lock-Up Legend”) and such Legend shall remain during the term of
this Lock-Up Agreement as set forth above:
THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS SET
FORTH IN THAT CERTAIN LOCK-UP AGREEMENT BY AND BETWEEN THE COMPANY, A DELAWARE
CORPORATION, AND THE HOLDER HEREOF (THE “LOCK-UP AGREEMENT”), AND MAY NOT BE
SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR
OTHERWISE DISPOSED OF PRIOR TO THAT CERTAIN TIME PERIOD DETAILED IN THE LOCK-UP
AGREEMENT. UPON SATISFACTION OF THE REQUIREMENTS SET FORTH HEREIN, THE ISSUER
AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE
TRANSFER AGENT) UPON THE EXPIRATION OF THE TIME PERIOD SPECIFIED IN THE LOCK-UP
AGREEMENT. A COPY OF THE LOCK-UP AGREEMENT IS AVAILABLE FOR REVIEW AT
THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.
[SIGNATURE
PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the undersigned has
executed this Lock-Up Agreement as of the date indicated below.
| WestPark Capital Financial Services, LLC | |||||
| Printed Name of Holder |
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| Signature | /s/ Xxxxxxx Xxxxxxxxx | ||||
| Date: | June 4, 2010 | ||||
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