EXHIBIT C
FORM OF LOCK-UP AGREEMENT
_____, 2008
Each Purchaser referenced
below:
Re:
Securities Purchase Agreement, dated as
of _____, 2008 (the “ Purchase Agreement ”),
between Worldwide Energy and Manufacturing USA, Inc., a Colorado
corporation (the “ Company ”) and the purchasers
signatory thereto (each, a “ Purchaser ” and,
collectively, the “ Purchasers ”)
Ladies and Gentlemen:
Defined terms not otherwise defined in
this letter agreement (the “ Letter Agreement ”)
shall have the meanings set forth in the Purchase Agreement.
Pursuant to Section 2.2 of the Purchase Agreement and in
satisfaction of a condition of the Company’s obligations
under the Purchase Agreement, the undersigned irrevocably agrees
with the Company that, from the date hereof until the 18 month
anniversary of the Closing Date (such period, the “
Restriction Period ”), the undersigned will not offer,
sell, contract to sell, hypothecate, pledge or otherwise
dispose of (or enter into any transaction which is designed to, or
might reasonably be expected to, result in the disposition (whether
by actual disposition or effective economic disposition due to cash
settlement or otherwise) by the undersigned or any Affiliate of the
undersigned or any person in privity with the undersigned or any
Affiliate of the undersigned), directly or indirectly, including
the filing (or participation in the filing) of a registration
statement with the Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the
Exchange Act with respect to, any shares of Common Stock or Common
Stock Equivalents beneficially owned, held or hereafter acquired by
the undersigned (the “ Securities ”).
Beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act. In order to enforce this
covenant, the Company shall impose irrevocable stop-transfer
instructions preventing the Transfer Agent from effecting any
actions in violation of this Letter Agreement.
The undersigned acknowledges that the
execution, delivery and performance of this Letter Agreement is a
materi
