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LOCK-UP AGREEMENT
THIS
AGREEMENT (this “
Agreement ”)
is dated as of May ___, 2007 by and among National Realty &
Mortgage, Inc., a Nevada corporation (the “
Company ”),
and Rise Elite International Limited, a British Virgin Islands
company (“
Shareholder ”).
WHEREAS,
the Company intends to enter into a share exchange transaction
with Shareholder whereby Shareholder will exchange all its
equity interest in World Through Limited, a British Virgin
Islands company and a wholly-owned subsidiary of Shareholder,
for the issuance of shares of a newly-designated Series A
Convertible Preferred Stock of the Company, par value $0.001
per share (the “
Series A Stock ”)
and a private placement financing transaction with certain
accredited investors (the “
Investors ”)
whereby the Company will issue shares of a newly-designated Series
B Convertible Preferred Stock, par value $0.001 per share (the
“
Series B Stock ”)
and related warrants (the “
Warrants ”)
to purchase shares of Common Stock of the Company, par value $0.001
per share (the “
Common Stock ”)
(the “
Financing Transaction ”).
WHEREAS,
to induce the Company and the Investors to enter into the
Financing Transaction pursuant to the Series B Convertible
Preferred Stock Purchase Agreement dated May ____, 2007 by and
among the Company and the Investors (the “
Purchase Agreement ”),
Shareholder has agreed not to sell any shares of the
Company’s Series A Stock or any Common Stock issuable upon
conversion of the Series A Stock that Shareholder presently owns or
may acquire 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 .
Each of the Shareholder hereby agrees with the Company that such
Shareholder will not offer, sell, contract to sell, assign,
transfer, hypothecate, 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 shares of
Common Stock or Preferred Shares owned by such Shareholder at any
time from the period commencing on the Closing Date and expiring on
the date that is eighteen (18) months following the effective date
of the initial registration statement (the “
Effective Date ”)
filed by the Company with the Securities and Exchange Commission
providing for the resale of the shares of Common Stock issuable
upon conversion of the Preferred Shares issued pursuant to the
Purchase Agreement (the “
Period ”),
each Shareholder agrees that, during the twenty four (24) months
immediately following the Period that such Shareholder shall not
transfer more than one twelfth (1/12) of such Shareholder’s
total holdings of Common Stock or Preferred Shares during any one
(1) month.
2.
Ownership .
During the Period, Shareholder shall retain all rights of ownership
in the Lock-Up Shares, including, without limitation, voting rights
and the right to receive any dividends, if any, that may be
declared in respect thereof.
3.
Company and Transfer Agent .
The Company is hereby authorized to disclose the existence of this
Agreement to its transfer agent. The Company and its transfer agent
are hereby authorized to decline to make any transfer of the Common
Stock if such transfer would constitute a violation or breach of
this Agreement and/or the Purchase Agreement.
4.
Notices .
All notices, demands, consents, requests, instructions and other
communications to be given or delivered or permitted under or by
reason of the provisions of this Agreement or in connection with
the transactions contemplated hereby shall be in writing and shall
be deemed to be delivered and received by the intended recipient as
follows: (i) if personally delivered, on the business day of such
delivery (as evidenced by the receipt of the personal delivery
service), (ii
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