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FORM OF LOCK-UP AGREEMENT

Lockup Agreement

FORM OF LOCK-UP AGREEMENT | Document Parties: CHINANET ONLINE HOLDINGS, INC. | China Net Online Media Group Limited | ChinaNet Online Holdings, Inc | E-mazing Interactive, Inc You are currently viewing:
This Lockup Agreement involves

CHINANET ONLINE HOLDINGS, INC. | China Net Online Media Group Limited | ChinaNet Online Holdings, Inc | E-mazing Interactive, Inc

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Title: FORM OF LOCK-UP AGREEMENT
Governing Law: New York     Date: 8/27/2009
Law Firm: Loeb Loeb    

FORM OF LOCK-UP AGREEMENT, Parties: chinanet online holdings  inc. , china net online media group limited , chinanet online holdings  inc , e-mazing interactive  inc
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EXHIBIT 10.3

 

FORM OF LOCK-UP AGREEMENT

 

This LOCK-UP AGREEMENT (this “ Agreement ”) is dated as of August 21, 2009 by and among ChinaNet Online Holdings, Inc. (f/k/a E-mazing Interactive, Inc.), a Nevada corporation, (the “ Company ”), and _______________(the “ Affiliate ”).

 

WHEREAS, the Company intends to consummate a private placement transaction with certain accredited investors and/or qualified institutional buyers (the “ Purchasers ”), whereby the Company will issue units (the “ Units ”), each consisting of (i) one share of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “ Preferred Shares ”), convertible into one share of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), and (ii) a Series A Warrant (the “ Series A Warrant ”) and Series B Warrant (the “ Series B Warrant ”, collectively the “ Warrants ”), with each Warrant exercisable to purchase the number of shares of Common Stock equal to fifty percent (50%) of the number of Units purchased by each Purchaser (the “ Financing Transaction ”);

 

WHEREAS, in connection with the Financing Transaction, the Company entered into a Securities Purchase Agreement, dated as of the date hereof (the “ Purchase Agreement ”), by and among the Company and the Purchasers, and certain other agreements, documents, instruments and certificates necessary to carry out the purposes thereof (collectively, the “ Transaction Documents ”); and

 

WHEREAS, in order to induce the Company and the Purchasers to enter into the Financing Transaction, the Affiliate has agreed not to sell any shares of the Company’s Common Stock that the Affiliate presently owns on the date hereof, or may acquire on or after the date hereof, except in accordance with the terms and conditions set forth herein (collectively, the “ Lock-Up Shares ”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement.

 

NOW, THEREFORE, in consideration of the covenants and conditions hereinafter contained, the parties hereto agree as follows:

 

1.            Restriction on Transfer; Term . The Affiliate hereby agrees not to offer, sell, contract to sell, assign, transfer, hypothecate, gift, pledge or grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise, directly or indirectly) (each, a “ Transfer ”), any of the Lock-Up Shares until a date that is six (6) months following the date that the Registration Statement (as defined in the Registration Rights Agreement) is declared effective by the Commission (the “ Lock-Up Period ”).  The Affiliate further agrees that, during the twelve (12) months immediately following the Lock-Up Period, such Affiliate shall not transfer more than one-twelfth (1/12) of such Affiliate’s total holdings of Common Stock as of the date hereof during any one (1) calendar month.  Notwithstanding the foregoing, the Affiliate shall be permitted to engage in a Transfer in a private sale of the Lock-Up Shares, provided that such transferee agrees in writing to be bound by and subject to the terms of this Agreement.

 

 

 


 

 

2.            Ownership . During the Lock-Up Period, the Affiliate shall retain all rights of ownership in the Lock-Up Shares, including, without limitation, voting rights and the right to receive any dividends that may be declared in respect thereof, except as otherwise provided in the Securities Escrow Agreement with respect to the Escrow Shares whereby any benefits, rights, title or otherwise may be transferred to and inure to the benefit of the Purchasers.

 

3.            Company and Transfer Agent . The Company is hereby authorized and required to disclose the existence of this Agreement to its transfer agent. The Company and its transfer agent are hereby authorized and required to decline to make any transfer of the Common Stock if such transfer would constitute a violation or breach of this Agreement, the Securities Escrow Agreement and/or the Securities Purchase Agreement.

 

4.            Notices . All notices, demands, consents, requests, instructions and other communications to be


 
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