LOCK-UP LETTER AGREEMENT
LOCK-UP
LETTER AGREEMENT
Westminster
Securities Corporation
000
Xxxx
Xxxxxx, 0xx Xxxxx
Xxx
Xxxx,
XX 00000
Ladies
and Gentlemen:
The
undersigned understands that you propose to act as placement agent in connection
with a private placement (the “Offering”)
of
shares of common stock, par value $0.001 per share (the “Common
Stock”),
of
China Clean Energy Inc., a Delaware corporation
(the “Company”)
and
warrants to purchase shares of Common Stock of the Company. The undersigned
recognizes that such Offering will be of benefit to the
undersigned.
In
consideration of the foregoing, the
undersigned hereby irrevocably agrees that, without the prior written consent
of
Westminster Securities Corporation (the “Placement
Agent”),
the
undersigned will not, directly or indirectly, offer for sale, sell, pledge,
or
otherwise dispose of (or enter into any transaction or device that is designed
to, or could be expected to, result in the disposition by any person at any
time
in the future of) 85% of any shares of Common Stock held on the date hereof
(including, without limitation, shares of Common Stock that may be deemed to
be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission (such shares or
securities, the “Beneficially
Owned Shares”))
or
announce any intention to do any of the foregoing, for a period commencing
on
the date hereof and ending on the eighteen (18) month anniversary of the closing
of the Offering (the “Lock-Up
Period”).
Furthermore, the undersigned hereby irrevocably agrees that, without the prior
written consent of the Placement Agent, the undersigned will not, directly
or
indirectly, offer for sale, sell, pledge, or otherwise dispose of (or enter
into
any transaction or device that is designed to, or could be expected to, result
in the disposition by any person at any time in the future of) the remaining
15%
of its Common Stock holdings on the date hereof (including, without limitation,
any Beneficially Owned Shares) or announce any intention to do any of the
foregoing, for a period commencing on the date hereof and ending on the earlier
of (i) the 90th
day
following the date that each share of Common Stock issued in the Offering,
and
each share of Common Stock underlying the warrants issued in the Offering,
has
been registered for resale with the Securities and Exchange Commission pursuant
to an effective registration statement or (ii) such date that each share of
Common Stock issued in the Offering, and each share of Common Stock underlying
the warrants issued in the Offering, may be resold pursuant to Rule 144 of
the
Securities Act of 1933, as amended, without limitation.
In
furtherance of the foregoing, the Company and its transfer agent are hereby
authorized to decline to make any transfer of securities if such transfer would
constitute a violation or breach of this Lock-Up Letter Agreement. In addition,
the undersigned agrees that, without the prior written consent of the Placement
Agent, it will not, during the Lock-Up Period make any demand for or exercise
any right with respect to the registration of any shares of Common Stock or
any
security convertible into or exercisable or exchangeable for Common
Stock.
Notwithstanding
the foregoing, the undersigned may transfer any Beneficially Owned Shares or
Common Stock (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)
by will or intestate, (iii) to any trust, partnership or limited liability
company for the direct or indirect benefit of the undersigned or the immediate
family of the undersigned, provided that the trustee of the trust, partnership
or the limited liability company, as the case may be, 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, (iv) to the extent
applicable, as distributions to a wholly-owned subsidiary of the undersigned
or
to the direct or indirect members or partners of the undersigned, provided,
however, that (A) it shall be a condition to such transfer that the transferee
(if not already subject to this Lock-Up Letter Agreement) execute an agreement
stating that such transferee is receiving and holding such capital stock subject
to the provisions of this Lock-Up Letter Agreement and there shall be no further
transfer of such capital stock except in accordance with this Lock-Up Letter
Agreement, and (B) such transfer shall not involve a disposition for value,
(v)
to a nominee or custodian of a person or entity to whom a disposition or
transfer would be permissible under clauses (i) through (iv), or (vi) with
the
prior written consent of the Placement Agent. For purposes of this Lock Up
Agreement, “immediate family” shall mean any relationship by blood, marriage or
adoption, not more remote than first cousin.
It
is
understood that, if the Company notifies the Placement Agent that it does not
intend to proceed with the Offering, then the undersigned will be released
from
its obligations under this Lock-Up Letter Agreement.
The
undersigned understands that the Company and the Placement Agent
will proceed
with the Offering in reliance on this Lock-Up Letter Agreement and the
representations set forth herein. Whether or not the Offering actually occurs
depends on a number of factors, including market conditions.
[Signature
page follows]
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2 -
The
undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into this Lock-Up Letter Agreement and that, upon
request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. The undersigned further confirms that
the agreements of the undersigned herein are irrevocable and any obligations
of
the undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
| Very truly yours, | ||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
| Company affiliation: | |||
| Officer o | Director o | 5% Stockholder o | |
Dated:
_______________
Acknowledged
and Agreed:
By:______________________________
Name:
Xxxx Xxxx
Title:
Chief Financial Officer
Dated:_______________
