Form of Lock-Up Agreement
Form
of Lock-Up Agreement
December
___, 2006
Ladies
& Gentlemen:
The
undersigned, an officer and/or director] of Jinpan International Limited, a
British Virgin Islands corporation (the "Company"), understands that
___________________
(the
“Buyers”),
entered into a Securities Purchase Agreement (the “Purchase
Agreement”)
with
the Company providing for the offering (the “Offering”)
of
shares
(the “Common
Shares”) of
the
Company’s common stock, par value $0.018 (the “Common
Stock”).
Contemporaneously with the execution and delivery of the Purchase Agreement
the
Company and the Buyers have executed a Registration Rights Agreement (the
“Registration
Rights Agreement”),
pursuant to which the Company agreed to provide certain registration rights
with
respect to the Common Shares under the Securities Act of 1933, as amended.
In
recognition of the benefit of the Offering will confer upon the undersigned
as
[and an officer and/or director] of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
undersigned agrees with each Buyer, during a period of 30 days from the date
of
the Effective Date (as defined in the Registration Rights Agreement), directly
or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant for the sale of, or otherwise dispose of or transfer any shares
of Common Stock or any securities convertible into or exchangeable or
exercisable for Common Stock, whether now owned or hereafter acquired by the
undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition, r file any registration statement under the Securities
Act of 1933, as amended, with respect to any of the foregoing or (ii) 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 the
Common Stock, whether any such swap or transaction is to be settled by delivery
of Common Stock or other securities, in cash or otherwise, except for shares
of
Common Stock (i) sold to the Buyers pursuant to the Purchase Agreement, (ii)
transferred pursuant to will, the laws of decent and distribution, or qualified
domestic relations order, (iii) disposed of as bona fide gifts, and (iv)
transferred to a trust for
the
direct or indirect benefit of the undersigned or the immediate family of the
undersigned;
provided, however, that any shares of Common Stock transferred pursuant to
items
(iii) and (iv) of this letter shall be subject to the same 30 day restriction
set forth in this letter and prior to such transfer.
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Very
truly yours,
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Signature:
_____________________________
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Print
Name:____________________________
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