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Exhibit 4.2
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (the "
Agreement ") is made and entered
into on May 14, 2007 between the stockholders set forth on the
signature page to this Agreement (each, a "
Holder ") and Intra-Asia
Entertainment Corporation, a Nevada corporation (the "
Company ").
RECITALS
A. The Company has
determined that it is advisable and in its best interest to enter
into that certain Securities Purchase Agreement, dated May 14, 2007
(the " Purchase Agreement ")
with the Investors (the " Investors
") and certain other parties named therein, pursuant
to which the Company will issue and sell (and the Selling
Stockholders (as defined in the Purchase Agreement) will sell) in a
private offering securities of the Company (the "
Offering "). Capitalized terms used
and not otherwise defined herein that are defined in the Purchase
Agreement will have the meanings given such terms in the Purchase
Agreement.
B. In connection
with the Offering, the Company has agreed to provide the Investors
certain registration rights, and in furtherance thereof has agreed
to file a registration statement to enable the Investors to resell
the Securities which are the subject of the Offering.
C. It is a condition
to the Investors' respective obligations to close under the
Purchase Agreement and provide the financing contemplating by the
Offering that each Holder execute and deliver to the Company this
Agreement.
D. In contemplation
of, and as a material inducement for the Investors to enter into,
the Purchase Agreement, each Holder and the Company have each
agreed to execute and deliver this Agreement.
NOW, THEREFORE, for and in consideration of the
mutual covenants and agreements set forth herein, and other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties, intending to be legally bound,
agree as follows:
1. Effectiveness
of Agreement . This Agreement shall become null and void if
the Purchase Agreement is terminated prior to Closing.
Each Holder has independently evaluated the
merits of its decision to enter into and deliver this Agreement,
and such Holder confirms that it has not relied on the advice of
the Company, the Company’s legal counsel or any other
person.
2. Representations and Warranties . Each of the parties
hereto, by their respective execution and delivery of this
Agreement, hereby represents and warrants to the others and to all
third party beneficiaries of this Agreement that (a) such party has
the full right, capacity and authority to enter into, deliver and
perform its respective obligations under this Agreement, (b) this
Agreement has been duly executed and delivered by such party and is
the binding and enforceable obligation of such party, enforceable
against such party in accordance with the terms of this Agreement
and (c) the execution, delivery and performance of such
party’s obligations under this Agreement will not conflict
with or breach the terms of any other agreement, contract,
commitment or understanding to which such party is a party or to
which the assets or securities of such party are bound.
3. Beneficial
Ownership . Each Holder hereby represents and warrants that
it does not beneficially own (as determined in accordance with
Section 13(d) of the Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder) any shares of Common
Stock, or any economic interest therein or derivative therefrom,
other than those shares of Common Stock specified on its signature
page to this Agreement. For purposes of this Agreement the shares
of Common Stock beneficially owned by such Holder as specified on
its signature page to this Agreement plus any shares of Common
Stock acquired during the Lockup Pe
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