Form of Lock-up Agreement
Exhibit E
Form of Lock-up
Agreement
December
22, 2009
No ▇,
▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ Airport Economic Development Zone,
Chengdu, China 610200
Attention:
▇▇▇ ▇▇▇
Re: Hoku Scientific, Inc. –
Lock-up Agreement/(Name of Officer)
Ladies
and Gentlemen:
The
undersigned understands that Tianwei New Energy Holdings Co., Ltd. (“Buyer”) has entered into a
Securities Purchase Agreement (the “SPA”) with Hoku Scientific,
Inc., a Delaware corporation (the “Company”), pursuant to which
the Company will issue and sell to Buyer (i) 33,379,287 newly-issued shares of
Common Stock, par value $0.001 per share, of the Company (the “Common Stock”) and (ii)
warrants for the purchase of 10,000,000 shares of Common Stock.
As a
condition and inducement to Buyer’s willingness to consummate the transactions
contemplated by the SPA, the undersigned hereby agrees that, without the prior
written consent of Buyer, it will not, during the period commencing on the
Closing Date (as defined in the SPA) and ending on the first anniversary of the
Closing Date (the “Lock-up
Period”), (1) 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 to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any shares of the Common Stock or any securities
convertible into or exercisable or exchangeable for the Common Stock or any
interest in the foregoing or (2) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of any share of the Common Stock, whether now owned or hereinafter
acquired, owned directly by the undersigned (including holding as a custodian)
or with respect to which the undersigned has beneficial ownership within the
rules and regulations of the U.S. Securities and Exchange Commission, and
whether any such transaction described in clause (1) or (2) above is to be
settled by delivery of the Common Stock or other securities, in cash or
otherwise. The foregoing sentence shall not apply to (i) sales of shares of
Common Stock on a systematic basis pursuant to the stock sale plan adopted,
implemented and effected on [date] in accordance with the requirements of Rule
10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended, a copy of which
is attached hereto as Exhibit A (the “10b5-1 Plan”) or (ii)
transfers of Common Stock to a trust for the direct or indirect benefit of the
undersigned or his or her immediate family, provided that prior to such
transfer, the trustee of such trust agrees in writing to be bound by the
restrictions set forth herein. For the avoidance of doubt, the
undersigned shall not enter into any new stock sale plan or amend the 10b5-1
Plan during the Lock-up Period other than to terminate all sales under the
10b5-1 Plan.
The
undersigned understands that Buyer is relying upon this Lock-up Agreement in
proceeding toward consummation of the transactions contemplated by the
SPA. The
undersigned
further understands that this Lock-up Agreement is irrevocable and shall be
binding upon the undersigned’s heirs, legal representatives, successors and
assigns.
This
Lock-up Agreement shall terminate upon the expiration of the Lock-up Period, or,
if for any reason the SPA shall be terminated prior to the Closing Date, this
Lock-up Agreement shall likewise be terminated.
|
Very
truly yours,
|
|
Name:
Title:
|
EXHIBIT
A
STOCK
SALE PLAN
(NAME
OF OFFICER)