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
|