Common use of Lockup Clause in Contracts

Lockup. From and after the date of this Agreement and through and including the one year anniversary of the effective date of a registration statement resulting in all Shares being registered for resale by the Investors (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"), the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares except in compliance with this Agreement. Notwithstanding the foregoing, each Holder may transfer any Holder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Lockup. From and after the date of this Agreement and through and including the one year anniversary of the earlier of (i) the effective date of a registration statement resulting in all Shares being registered for resale by the Investors (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective Investors, or (2ii) the prospectus forming a portion such date that all Shares are eligible to be sold pursuant to Rule 144 of the Registration Statement is not available for the resale Securities Act of all Registrable Securities (1933, as defined in the Registration Rights Agreement) required amended, without restriction as to be covered thereby) volume (the "Lockup Period"), the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares except in compliance with this Agreement. Notwithstanding the foregoing, each Holder may transfer any Holder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of Chinainstitutions. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Lockup. From a. With respect to 100% of the Founder Shares and 50% of the Non-Founder Shares (collectively, the “Lockup Shares”), from and after the date of this Agreement and through and including the one year anniversary of the effective date of a registration statement resulting in on which all Shares being registered for resale by the Investors (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for Shares and Warrant Shares are listed or quoted on a National Stock Exchange pursuant to Section 4.11 of the resale of all Registrable Securities (as defined in the Registration Rights Purchase Agreement) required to be covered thereby) (the "Lockup Period"), the each applicable Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Holder’s the Lockup Shares held by such Holder (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Sharessuch shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop transfer order with the Transfer Agent its transfer agent on all Holder’s Shares, such Lockup Shares including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Lockup Shares under this Agreement and direct the transfer agent Transfer Agent not to process any attempts by the applicable Holder to resell or transfer any Lockup Shares held by such Holder’s Shares , except in compliance with this Agreement. b. Notwithstanding anything to the contrary provided in Section 3.a. Notwithstanding the foregoinghereof, , each Holder may transfer any Holder's Holders’ Shares held by such Holder by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning means, for these purposes the foregoing purposes, the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned); provided, provided that each resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, each Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Holders’ Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Lockup. From (a) With respect to 100% of the Founder Shares and 50% of the Non-Founder Shares (collectively, the "Lockup Shares"), from and after the date of this Agreement and through and including the one year anniversary of the effective date of a registration statement resulting in on which all Shares being registered for resale by the Investors (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for Shares and Warrant Shares are listed or quoted on a National Stock Exchange pursuant to Section 4.11 of the resale of all Registrable Securities (as defined in the Registration Rights Purchase Agreement) required to be covered thereby) (the "Lockup Period"), the each applicable Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Holder’s the Lockup Shares held by such Holder (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Sharessuch shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop transfer order with the Transfer Agent its transfer agent on all Holder’s Shares, such Lockup Shares including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Lockup Shares under this Agreement and direct the transfer agent Transfer Agent not to process any attempts by the applicable Holder to resell or transfer any Lockup Shares held by such Holder’s Shares , except in compliance with this Agreement. (b) Notwithstanding anything to the contrary provided in Section 3.a. Notwithstanding the foregoinghereof, , each Holder may transfer any Holder's Holders' Shares held by such Holder by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning means, for these purposes the foregoing purposes, the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned); provided, provided that each resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, each Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Holders' Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Lockup. From and after In the event the Company conducts a firm commitment, underwritten public offering of its equity securities (an “Underwritten Offering”), during the period commencing on the date of this Agreement the final prospectus relating to the Underwritten Offering, and through and including ending on the one year anniversary of the effective date of a registration statement resulting in all Shares being registered for resale specified by the Investors Company and the managing underwriter(s) (plus such period not to exceed one additional day for each Trading Day following hundred eighty (180) days, or such other period as may be requested by the Effective Date of any Registration Statement during which either Company or an underwriter to accommodate regulatory restrictions on (1i) the Registration Statement is not effective publication or other distribution of research reports, and (2ii) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"analyst recommendations and opinions), the Holder irrevocably hereby agrees that, except as set forth below, that it will not not, without the prior written consent of the managing underwriter of such Underwritten Offering: (A) lend; offer, ; pledge, encumber, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or announce any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the offering ofHolder or are thereafter acquired); or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of its Holder’s Shares the economic consequences of ownership of such securities; whether any such transaction described in clause (including any securities convertible intoA) or (B) above is to be settled by delivery of Common Stock or other securities, in cash, or exchangeable for, or representing the rights to receive, Holder’s Sharesotherwise. The foregoing provisions of this Section 5(d) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, shall (y) notify its transfer agent in writing not apply to the Transfer of any shares to any trust for the direct or indirect benefit of the stop order and Holder or the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares except in compliance with this Agreement. Notwithstanding the foregoing, each Holder may transfer any Holder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned)Holder, provided that each resulting transferee the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such Holder's Shares executes Transfer will not involve a disposition for value; and delivers (z) be applicable to the Holder only if all officers and directors of the Company an agreement satisfactory are subject to the Company certifying that such transferee is bound by same restrictions. Notwithstanding anything herein to the terms contrary, the underwriters in connection with an Underwritten Offering are intended third-party beneficiaries of this Agreement Section 5(d) and has been in compliance with will have the terms right, power and authority to enforce the provisions hereof since the date first above written as if it had been an original though they were a party hereto. Further, The Holder shall further agrees to execute such agreements as may be permitted reasonably requested by the underwriters in connection with an Underwritten Offering that are consistent with this Section 5(d) or that are necessary to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.give further effect thereto

Lockup. From and after the date of this Agreement and through and including the one year anniversary of the effective date Effective Date of a registration statement Registration Statement resulting in all Shares being registered for resale by the Investors (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"), the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares except in compliance with this Agreement. Notwithstanding the foregoing, each Holder may transfer any Holder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, “"Short Sales” " include, without limitation, all “"short sales” " as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Lockup. From During the period beginning on the Effective Time and ending on the date that is the earliest of (i) one year after the date of this Agreement and through and including the one year anniversary of the effective date of a registration statement resulting in all Shares being registered for resale by the Investors (plus one additional day for each Trading Day following the Effective Closing Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Business Combination Agreement), (ii) required the date on which the closing price of the shares of New Parent Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing at least 150 days after the Closing Date, and (iii) the consummation after the Effective Time of a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to be covered thereby) exchange their shares of New Parent Common Stock for cash, securities or other property (a “Liquidity Event” and such period described in the "Lockup Period"first sentence of this clause (a), the Holder irrevocably “Lock-Up Period”), each Stockholder Party agrees thatnot to, except as set forth belowdirectly or indirectly, it will not offer, pledge, encumber, sell, contract to sell, sell pledge, grant any option or contract to purchase, make any short sale or otherwise dispose of any shares of New Parent Common Stock, or any options or warrants to purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectlyshares of New Parent Common Stock, or announce the offering of, any of its Holder’s Shares (including any securities convertible into, exchangeable for or exchangeable forthat represent the right to receive shares of New Parent Common Stock, or representing any interest in any of the rights to receiveforegoing, Holder’s Shareswhich as of or immediately following the Effective Time are owned directly by the undersigned (including holding as a custodian) or engage with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any Short Sales hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security of the Company. In furtherance thereofthat includes, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares except in compliance with this Agreement. Notwithstanding the foregoing, each Holder may transfer any Holder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall be permitted to pledge, encumberrelates to, or create a security interest in derives any or all significant part of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokersvalue from such covered shares.

Lockup. From and after the date of this Agreement and through and including the one year anniversary of the effective date Effective Date of a registration statement Registration Statement resulting in all Shares Registrable Securities (as defined in the Registration Rights Agreement) being registered for resale covered by the Investors a then effective registration statement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "“Lockup Period"”), the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares), except for Holder’s Shares (i) transferred pursuant to will, the laws of decent and distribution, or engage in any Short Sales with respect qualified domestic relations order, (ii) disposed of as bona fide gifts, and (iii) transferred to any security a trust for the direct or indirect benefit of the Companyundersigned or the immediate family of the undersigned; provided, however, that any Holder’s Shares transferred pursuant to items (ii) and (iii) of this letter shall be subject to the same restrictions set forth in this letter. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are Shares covered by a any registration statementstatements, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares except under such registration statements or otherwise in compliance with violation of this Agreement. Notwithstanding In the foregoing, each Holder may transfer any Holder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust event the sole beneficiaries of Company files two Registration Statements which are subsequently declared effective by the Commission, and following the one or more year anniversary of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling Effective Date of the undersigned)second such Registration Statement, provided that each resulting transferee all Registrable Securities are not yet effective, then the percentage of such the Holder's ’s Shares executes and delivers which shall remain subject to this Section 4 shall correspond to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms percentage of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, “Short Sales” include, without limitation, all “short sales” Registrable Securities (as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including Registration Rights Agreement) which are not yet then registered for resale on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokersan effective Registration Statement.

Lockup. From and after the date of this Agreement and through and including the one year anniversary of the effective date of a registration statement resulting in all Shares being registered for resale by the Investors (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"), the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Holder’s 's Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s 's Shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s 's Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s 's Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s 's Shares except in compliance with this Agreement. Notwithstanding the foregoing, each Holder may transfer any Holder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, “"Short Sales” " include, without limitation, all “"short sales” " as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Lockup. From and after the date of this Agreement and through and including the one year anniversary of the effective date earlier of a registration statement (i) the Effective Date of the Registration Statement resulting in not less than seventy-five (75%) percent of all Shares the Registrable Securities being registered for resale by in accordance with the Investors terms and conditions of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) or (ii) the date on which all of the Registrable Securities can be sold without volume restrictions under Rule 144 (the "Lockup Period"), the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Shares), except for the sale of the Holder’s Shares) or engage in any Short Sales with respect Shares to any security of the CompanySuccessor pursuant to the Call Option Agreement dated the date hereof, which is subject to the provisions set forth below on transfers. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent the Transfer Agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent Transfer Agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares except under any registration statements, rule 144, or otherwise in compliance with violation of this Agreement. Notwithstanding the foregoing, each Holder or anything to the contrary contained herein, subject to the provisions set forth in the following sentence, the Successor may transfer any Shares to his wife or children (a “Permitted Holder's ”). Any transfer of Shares by permitted hereunder shall be subject to the following: (a) bona fide gift or the transferor shall give prior notice of such intended transfer to each of the Transfer Agent and the Company, (b) will or intestate succession such transfer is subject to his or her immediate family or the prior undertaking by each of Successor and each Permitted Holder (as applicable) with the Company, Transfer Agent and Investors that such transferred Shares are subject in all respects to a trust the sole beneficiaries of which are one or more obligations and restrictions on Shares under this Agreement in place of the undersigned relevant transferor (including the placing on such Shares of a restrictive legend) and his or her immediate family (c) such transferor shall remain liable for any breach by such Permitted Holder or, in the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling case of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers a transfer pursuant to the Company an agreement satisfactory to Call Option, the Company certifying that such transferee is bound by the terms Successor, of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokersprovision hereunder.

Lockup. From and after the date of this Agreement and through and including the one two year anniversary of the effective date of a registration statement resulting in all Shares being registered for resale by the Investors (plus one additional day for each Trading Day following the Effective Closing Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"), the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares except in compliance with this Agreement. Notwithstanding the foregoing, each Holder may transfer any Holder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers to the Company you an agreement satisfactory to the Company you certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Lockup. From and after the date of this Agreement and through and including the one year six month anniversary of the effective date Effective Date of a registration statement resulting in all Shares being registered for resale by the Investors initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any the initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement during which either (1) the Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) required to be covered therebyregistered on such Registration Statement) (the "“Lockup Period"”), the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares), except for Holder’s Shares (i) transferred pursuant to will, the laws of decent and distribution, or engage in any Short Sales with respect qualified domestic relations order, (ii) disposed of as bona fide gifts, and (iii) transferred to any security a trust for the direct or indirect benefit of the Companyundersigned or the immediate family of the undersigned; provided, however, that any Holder’s Shares transferred pursuant to items (ii) and (iii) of this letter shall be subject to the same restrictions set forth in this letter. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are Shares covered by a any registration statementstatements, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares except under such registration statements or otherwise in compliance with violation of this Agreement. Notwithstanding the foregoing, each Holder may transfer any Holder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Lockup. From and after the date of this Agreement and through and including the earliest to occur of (a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one year anniversary of the effective date Effective Date of a registration statement the Registration Statement resulting in all Shares Registrable Securities being registered for resale by in accordance with the Investors terms and conditions of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"), the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares) or engage in any Short Sales with respect to any security of the Company). In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares except under any registration statement, Rule 144 or otherwise in compliance with violation of this Agreement. Notwithstanding the foregoing, each Holder may transfer any Holder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Lockup. From In recognition of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees, for the benefit of the Company and Parent, that, without the written consent of Parent (or, if applicable, Pubco (as defined below), during the period beginning on the closing date (the “Closing Date”) of the Merger and ending fifteen (15) months after the date Closing Date (the “Initial Lockup Period” and the Initial Lockup Period as extended by a Trigger Event (as defined below), the “Lockup Period”), provided that the Initial Lockup Period is subject to extension upon the occurrence of this Agreement and through and including any Trigger Event such that the one year Lockup Period shall expire on the fifteen (15) month anniversary of the effective date of a registration statement resulting in all Shares being registered for resale by the Investors (plus one additional day for each Trading Day following the Effective Date of Trigger Event, and shall apply to any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Parent Successor Securities (as such term is defined in the Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"below), the Holder irrevocably agrees thatundersigned will not, except as set forth belowdirectly or indirectly, it will not (i) offer, pledgesell, encumber, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose ofof (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), any securities of Parent (each, a “Parent Security”), beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the undersigned on the date hereof or hereafter acquired or (ii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Parent Security, whether any such swap or announce the offering of, any of its Holder’s Shares transaction described in clause (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Sharesi) or engage in (ii) above is to be settled by delivery of any Short Sales with respect to any security Parent Security (each of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares except in compliance with this Agreement. Notwithstanding the foregoing, each Holder may transfer any Holder's Shares a “Prohibited Sale”). This Letter Agreement shall apply to all Parent Securities owned by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling including shares of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers Parent’s common stock issued to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this Agreement and has been undersigned in compliance connection with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall be permitted to pledge, encumber, or create a security interest in any or Merger and all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of ChinaParent Successor Securities. For purposes hereofof this Letter Agreement, “Short SalesTrigger Event” include, without limitation, all shall be defined as the date the Parent consummates a reverse merger transaction with an entity (“short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including Pubco”) whose securities are traded on a total return basis)national securities exchange or over the counter market pursuant to a merger, share exchange or asset purchase agreement; and sales and other transactions through non-US broker dealers or foreign regulated brokers“Parent Successor Securities” shall be defined as securities of Pubco issued to the undersigned in connection with the Trigger Event.