LOCK-UP AGREEMENT
Exhibit
10.6
THIS
AGREEMENT (this "Agreement")
is
dated as of February 7, 2007 by and among United National Film Corporation,
a
Nevada corporation (the "Company"),
and
the shareholders of the Company listed on Schedule
A
attached
hereto (collectively, the "Shareholders").
WHEREAS,
to induce the Company and the investors (the “Investors”)
to
enter into the Series A Convertible Preferred Stock Purchase Agreement dated
as
of the date hereof (the “Purchase
Agreement”)
by and
among the Company and the Investors, the Shareholders have agreed not to sell
any shares of the Company’s common stock, $0.0001 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. Capitalized terms
used herein without definition shall have the meanings assigned to such terms
in
the Purchase Agreement.
NOW,
THEREFORE, in consideration of the covenants and conditions hereinafter
contained, the parties hereto agree as follows:
1. Restriction
on Transfer; Term.
The
Shareholders hereby agree with the Company that the Shareholders 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
thirty-six months following the effective date of the registration statement
(the “Effective
Date”)
filed
by the Company with the Securities and Exchange Commission providing for the
resale of the shares of Common Stock issuable upon conversion of the Preferred
Shares and exercise of the Warrants issued pursuant to the Purchase Agreement
(the “Period”);
provided,
however,
that
the Shareholders may make a bona fide gift of such shares of Common Stock as
long as the recipient of such bona fide gift signs an agreement with the Company
that is identical to this Agreement; provided,
further,
that
the amount of such bona fide gift of shares of Common Stock shall not exceed
the
following amounts: (i) during the twenty-four month period following the
Effective Date, one-twelfth (1/12th)
of the
aggregate shares of Common Stock held by the Shareholders and (ii) during the
thirty-sixth month period following the Effective Date, one percent (1%) of
the
outstanding shares of Common Stock of the Company.
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.
3. Company
and Transfer Agent.
The
Company is hereby authorized to disclose the existence of this Agreement to
its
transfer agent. The Company and its transfer agent are hereby authorized to
decline to make any transfer of the Common Stock if such transfer would
constitute a violation or breach of this Agreement and the Purchase Agreement.
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:
Wuhan
Blower Co.
Canglongdao
Science Park of Wuhan
East
Lake
Hi-Tech Development Zone
Wuhan,
Hubei 430200
People’s
Republic of China
Attention:
Xx Xxx
Tel.
No.:
(00) 000 0000 0000
Fax
No.:
(00) 000 0000 0000
With
copies to:
Xxxxxxxx
Xxxxxxx LLP
The
Chrysler Building
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxx X. Xxxxxxx, Esq.
Tel.
No.:
(000) 000-0000
Fax
No.:
(000) 000-0000
-2-
and
to:
Xxxxxx
Xxxxx Xxxxxxxx & Xxxxxxx LLP
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxxxxxx X. Xxxxxxx, Esq.
Tel
No.:
(000) 000-0000
Fax
No.:
(000) 000-0000
If
to any
of the Shareholders, addressed to such Shareholder at:
Wuhan
Blower Co.
Canglongdao
Science Park of Wuhan
East
Lake
Hi-Tech Development Zone
Wuhan,
Hubei 430200
People’s
Republic of China
Attention:
Xx Xxx
Tel.
No.:
(00) 000 0000 0000
Fax
No.:
(00) 000 0000 0000
With
copies to:
Xxxxxxxx
Xxxxxxx LLP
The
Chrysler Building
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxx X. Xxxxxxx, Esq.
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. Amendment.
This
Agreement may not be modified, amended, altered or supplemented, except by
a
written agreement executed by each of the parties hereto.
6. 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.
-3-
7. 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.
8. 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.
9. 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.
10. 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. Headings.
The
section headings contained in this Agreement (including, without limitation,
section headings and headings in the exhibits and schedules) are inserted for
reference purposes only and shall not affect in any way the meaning,
construction or interpretation of this Agreement. Any reference to the
masculine, feminine, or neuter gender shall be a reference to such other gender
as is appropriate. References to the singular shall include the plural and
vice
versa.
-4-
12. 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.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above herein.
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UNITED
NATIONAL FILM CORPORATION
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| By: | /s/ Xx Xxx | |
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Name:
Xx Xxx
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Title:
President and Chief Executive Officer
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FAME
GOOD INTERNATIONAL LIMITED
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| By: | /s/ Xx Xxx | |
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Name:
Xx Xxx
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Title:
Director
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Schedule
A
Fame
Good
International Limited
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