LOCK-UP AGREEMENT
THIS
LOCK-UP AGREEMENT (this "Agreement")
is
dated as of August 9, 2007 by and among Jpak Group, Inc., a Nevada corporation
(f/k/a Rx Staffing, Inc., the "Company"),
and
the shareholders of the Company listed on Schedule
A
attached
hereto (collectively, the "Shareholders").
WHEREAS,
in connection with the issuance by the Company of Series A Convertible Preferred
Stock, par value $0.001 per share (the “Preferred
Shares”)
and
Warrants to certain investors (the “Investors”)
upon
conversion of outstanding Notes held by such Investors, the Shareholders have
agreed not to sell any shares of the Company’s common stock, $0.001 par value
per share (the "Common
Stock"),
that
such Shareholders presently own or may acquire after the date hereof, except
in
accordance with the terms and conditions set forth herein.
NOW,
THEREFORE, in consideration of the covenants and conditions hereinafter
contained, the parties hereto agree as follows:
1. Restriction
on Transfer; Term.
(a)
The
Shareholders hereby agree with the Company that the Shareholders and their
affiliates, including, without limitation, members of such Shareholder’s
immediate family, will not offer, sell, contract to sell, assign, transfer,
hypothecate, pledge or grant a security interest in, or otherwise dispose of,
or
enter into any transaction which is designed to, or might reasonably be expected
to, result in the disposition of (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise by the Company or
any
affiliate of the Company or any person in privity with the Company or any
affiliate of the Company), directly or indirectly, any of the shares of Common
Stock from the period commencing on the Closing Date and expiring on the date
that is six (6) months following the effective date of the registration
statement filed by the Company with the Securities and Exchange Commission
providing for the resale of all of the shares of Common Stock issuable upon
conversion of the Preferred Shares and all of the shares of Common Stock
issuable upon exercise of the Series A Warrants and the Series B Warrants (the
“Period”);
provided,
however,
that no
Shareholder shall, during the twelve (12) months following the Period, sell
more
than one-twelfth (1/12) of their total holdings of Common Stock during any
one
(1) month period.
(b)
Notwithstanding the foregoing, the restrictions set forth in Section 1(a) above
shall not apply to (a) transfers (i) as a bona fide gift or gifts, provided
that
the donee or donees thereof agree to be bound in writing by the restrictions
set
forth herein, (ii) to any trust for the direct or indirect benefit of the
undersigned or the immediate family of the undersigned, provided that the
trustee of the trust agrees to be bound in writing by the restrictions set
forth
herein, and provided further that any such transfer shall not involve a
disposition for value, (iii) with the prior written consent of the Investors
holding a majority of the Preferred Shares outstanding at such time, (iv)
effected pursuant to any exchange of “underwater” options with the Company or
(v) to an affiliate or to any wholly owned subsidiary of a Shareholder provided
that such affiliate or subsidiary agrees to be bound in writing by the
restrictions set forth herein, and provided further that any such transfer
shall
not involve a disposition for value, or (b) the acquisition or exercise of
any
stock option issued pursuant to the Company’s stock option plans, including any
exercise effected by the delivery of Common Stock of the Company held by the
undersigned. For purposes of this Agreement, “immediate family” shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin.
None of the restrictions set forth in this Agreement shall apply to Common
Stock
acquired in open market transactions.
2. Ownership. During
the Period, the Shareholders shall retain all rights of ownership in the Common
Stock, including, without limitation, voting rights and the right to receive
any
dividends, if any, that may be declared in respect thereof.
4. Notices.
All
notices, demands, consents, requests, instructions and other communications
to
be given or delivered or permitted under or by reason of the provisions of
this
Agreement or in connection with the transactions contemplated hereby shall
be in
writing and shall
be
deemed to be delivered and received by the intended recipient as follows: (i)
if
personally
delivered, on the business day of such delivery (as evidenced by the receipt
of
the personal delivery service), (ii) if mailed certified or registered mail
return receipt requested, four (4) business days after being mailed, (iii)
if
delivered by overnight courier (with all charges having been prepaid), on the
business day of such delivery (as evidenced by the receipt of the overnight
courier service of recognized standing), or (iv) if delivered by facsimile
transmission, on the business day of such delivery if sent by 6:00 p.m. in
the
time zone of the recipient, or if sent after that time, on the next succeeding
business day (as evidenced by the printed confirmation of delivery generated
by
the sending party's telecopier machine). If any notice, demand, consent,
request, instruction or other communication cannot be delivered because of
a
changed address of which no notice was given (in accordance with this Section
4), or the refusal to accept same, the notice, demand, consent, request,
instruction or other communication shall be deemed received on the second
business day the notice is sent (as evidenced by a sworn affidavit of the
sender). All such notices, demands, consents, requests, instructions and other
communications will be sent to the following addresses or facsimile numbers
as
applicable.
If
to the
Company:
Jpak
Group, Inc.
c/o
Qingdao Renmin Printing Co., Ltd.
Xx.
00,
Xxxxxxx Xxxx
Xxxxxxx,
Xxxxxxxx Xxxxxxxx
Postal
Code 266401
P.R.
China
Attention:
Xx. Xxxxx Xxxx
Tel.
No.:
(000) 0000 0000
Fax
No.:
(000) 0000 0000
With
copies to:
Xxxxxxxxxx
Xxxxxxx PC
00
Xxxxxxxxxx Xxxxxx
Xxxxxxxx,
Xxx Xxxxxx 00000
Attention:
Xxxxxx X. Xxxxxxxx
Tel
No.:
(000) 000-0000
Fax
No.:
(000) 000-0000
and
to:
Xxxxxx
Xxxxx Xxxxxxxx & Xxxxxxx LLP
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxxxxxx X. Xxxxxxx
Tel
No.:
(000) 000-0000
Fax
No.:
(000) 000-0000
If
to any
of the Shareholders, addressed to such Shareholder at:
x/x
Xxxxxxx Renmin Printing Co., Ltd.
Xx.
00,
Xxxxxxx Xxxx
Xxxxxxx,
Xxxxxxxx Xxxxxxxx
Postal
Code 266401
P.R.
China
Attention:
Xx. Xxxxx Xxxx
Tel.
No.:
(000) 0000 0000
Fax
No.:
(000) 0000 0000
With
copies to:
Xxxxxxxxxx
Xxxxxxx PC
00
Xxxxxxxxxx Xxxxxx
Xxxxxxxx,
Xxx Xxxxxx 00000
Attention:
Xxxxxx X. Xxxxxxxx
Tel
No.:
(000) 000-0000
Fax
No.:
(000) 000-0000
or
to
such other address as any party may specify by notice given to the other party
in accordance with this Section 4.
5. Entire
Agreement.
This
Agreement
contain
the entire understanding and agreement of the parties relating to the subject
matter hereof and supersedes all prior and/or contemporaneous understandings
and
agreements of any kind and nature (whether written or oral) among the parties
with respect to such subject matter, all of which are merged
herein.
6. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York applicable to agreements made and to be performed in that
state, without regard to any of its principles of conflicts
of laws or other laws which would result in the application of the laws of
another jurisdiction. This Agreement shall be construed and interpreted without
regard to any presumption against the party causing this Agreement to be
drafted.
7. Waiver
of Jury Trial.
EACH OF
THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL
BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES
UNCONDITIONALLY AND IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE
FEDERAL DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY,
AND EACH OF THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
OBJECTION TO VENUE IN NEW YORK COUNTY OR SUCH DISTRICT, AND AGREES THAT SERVICE
OF ANY SUMMONS, COMPLAINT, NOTICE OR OTHER PROCESS RELATING TO SUCH SUIT, ACTION
OR OTHER PROCEEDING MAY BE EFFECTED IN THE MANNER PROVIDED IN SECTION 4.
8. Severability.
The
parties agree that if any provision of this Agreement be held to be invalid,
illegal or unenforceable in any jurisdiction, that holding shall be effective
only to the extent of such invalidity, illegally or unenforceability without
invalidating or rendering illegal or unenforceable the
remaining provisions hereof, and any such invalidity, illegally or
unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction. It is the intent of the parties that this Agreement be fully
enforced to the fullest extent permitted by applicable law.
9. Binding
Effect; Assignment.
This
Agreement and the rights and obligations hereunder may not be assigned by any
party hereto without the prior written consent of the other parties hereby.
This
Agreement
shall be binding upon and shall inure to the benefit of the parties hereto
and
their respective successors and permitted assigns.
11. Counterparts.
This
Agreement may be executed in two or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall
be
deemed to be an original, and all of which, when taken together,
shall constitute
one and the same document. This Agreement shall become effective when one or
more counterparts, taken together, shall have been executed and delivered by
all
of the parties.
12. Third
Party Beneficiaries.
Each of
the Shareholders and the Company hereby acknowledges that the Investors are
third party beneficiaries of this Agreement and this Agreement may not be
modified or changed without the prior written consent of the Investors.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above herein.
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JPAK
GROUP, INC.
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By:
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Name:
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Title:
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SHAREHOLDER:
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By:
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Name:
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Title:
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Schedule
A
Joyrich
Group Limited
Fabregas
Group Limited
Statepro
Investments Ltd.
Raytech
Investments Limited
Capital
American Markets Limited
