LOCK-UP AGREEMENT
Exhibit
10.10
China
Shenghuo Pharmaceutical Holdings, Inc.
No.
2,
Jing You Road
Kunming
National Economy &
Technology
Developing District
People’s
Republic of China
The
undersigned, being a shareholder of China Shenghuo Pharmaceutical Holdings,
Inc.
(formerly known as SRKP 8, Inc. and referred to herein as the “Company”) and
receiving his/her/its shares as an investor in the Company’s private offering
that closed on August 31, 2006 (the “Private Offering”), hereby delivers this
Lock-up Agreement to the Company.
The
undersigned recognizes that it is in the best financial interests of the Company
and of the undersigned, as a shareholder of the Company, that the Company Common
Stock, par value $0.0001 (the “Company Common Stock”) received by the
undersigned pursuant to the Private Offering be subject to certain restrictions
and hereby agrees as follows:
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
Company Common Stock received by the undersigned in the Private Offering, or
(ii) any interest (including, without limitation, an option to buy or sell)
in
any such shares of the Company 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 shares of the Company Common Stock received
by the undersigned in the Private Offering 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”).
One-ninth
of the undersigned’s shares of the Company’s Common Stock acquired in the
Private Offering shall be released from the Lock-Up Restrictions on the date
that is one month subsequent to the date on which the Company’s Common Stock
begins to be listed or quoted on either the New York Stock Exchange, American
Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market or the OTC Bulletin
Board (the “Initial Release Date”), and the undersigned’s shares will
automatically be released from the Lock-Up Restrictions on a monthly basis
after
the Initial Release Date on a pro rata over the next eight months, until all
of
the shares are released from the Lock-Up Restrictions.
The
certificates evidencing the Company Common Stock received by the undersigned
in
the Private Offering bear a legend as set forth below 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 CHINA SHENGHUO
PHARMACEUTICAL HOLDINGS, INC., 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. 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
ON NEXT PAGE]
IN
WITNESS WHEREOF, the undersigned has executed this Lock-Up Agreement as of
the
date first written above.
_________________________________________
Printed Name of Holder
Printed Name of Holder
Signature
_______________________________________
By:
____________________________________________
Title
(if applicable):
________________________________
