GENERAL STEEL HOLDINGS, INC. Form of Lock-Up Agreement December 13, 2007
GENERAL
STEEL HOLDINGS, INC.
Form
of Lock-Up Agreement
December
13, 2007
General
Steel Holdings, Inc.
Room
2315, Kun Tai International Mansion Building
Yi
No
12
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▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇ of China
Re:
General
Steel Holdings, Inc.–
Lock-Up Agreement
Dear
Sirs:
This
Lock-Up Agreement is being delivered to you in connection with the Securities
Purchase Agreement (the "Purchase
Agreement"),
dated
as of December __, 2007 by and among General Steel Holdings, Inc. (the
"Company")
and
the investors party thereto (the "Buyers"),
with
respect to the issuance of (i) shares of the Company's common stock, $0.001
par
value per share (the "Common
Stock")
and
(ii) warrants which will be exercisable to purchase shares of Common
Stock.
Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Purchase Agreement.
In
order
to induce the Buyers to enter into the Purchase Agreement, the undersigned
agrees that, commencing
on the date hereof and ending on the one year anniversary of the Initial
Effective Date (as defined in the Registration Rights Agreement) (the
"Lock-Up
Period"),
the
undersigned will not (i)
sell,
offer to sell, contract or agree to sell, hypothecate, pledge, grant any option
to purchase,
make any
short sale
or
otherwise dispose of or agree to dispose of, directly or indirectly,
any
shares
of Common Stock, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of
the
Securities and Exchange Act of 1934, as amended and the rules and regulations
of
the Securities and Exchange Commission promulgated thereunder with respect
to
any shares of Common Stock 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 Securities and Exchange
Commission,
or (ii)
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
shares of Common Stock, 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 Securities and Exchange
Commission,
whether
any such transaction is to be settled by delivery of such securities, in cash
or
otherwise, (collectively, the "Undersigned’s
Shares").
The
foregoing restriction is expressly agreed to preclude the undersigned or any
affiliate of the undersigned from engaging in any 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 Undersigned’s Shares even if the Undersigned’s
Shares would be disposed of by someone other than the undersigned. 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 Undersigned’s
Shares or with respect to any security that includes, relates to, or derives
any
significant part of its value from the Undersigned’s Shares.
Notwithstanding
the foregoing, the undersigned may transfer the Undersigned’s Shares (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 or (ii) to any trust for the direct or
indirect benefit of the undersigned or the immediate family of the undersigned,
provided that the trustee of the trust 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. For purposes of this Lock-Up Agreement,
“immediate family” shall mean any relationship by blood, marriage or adoption,
not more remote than first cousin. The undersigned now has, and, except as
contemplated by clauses (i) and (ii) above, for the duration of this Lock-Up
Agreement will have, good and marketable title to the Undersigned’s Shares, free
and clear of all liens, encumbrances, and claims whatsoever. The undersigned
also agrees and consents to the entry of stop transfer instructions with the
Company’s transfer agent and registrar against the transfer of the Undersigned’s
Shares except in compliance with the foregoing restrictions.
The
undersigned understands and agrees 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 may be executed in two counterparts, each of which shall
be
deemed an original but both of which shall be considered one and the same
instrument.
This
Lock-Up Agreement will be governed by and construed in accordance with the
laws
of the State of New York, without giving effect to any choice of law or
conflicting provision or rule (whether of the State of New York, or any other
jurisdiction) that would cause the laws of any jurisdiction other than the
State
of New York to be applied. In furtherance of the foregoing, the internal laws
of
the State of New York will control the interpretation and construction of this
Lock-Up Agreement, even if under such jurisdiction's choice of law or conflict
of law analysis, the substantive law of some other jurisdiction would ordinarily
apply.
The
Company hereby appoints CT Corporation System , with offices at ▇▇▇ ▇▇▇▇▇▇
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in New York.
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Very
truly yours,
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Exact
Name of Stockholder
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Authorized
Signature
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Title
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Agreed
to and Acknowledged:
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GENERAL
STEEL HOLDINGS, INC.
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By:
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Name:
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Title:
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