EXHIBIT 4.2
LOCK-UP AGREEMENT
THIS
LOCK-UP AGREEMENT (the " Agreement ") is made and entered
into on July 24, 2008 between the stockholders set forth on the
signature page to this Agreement (each, a " Holder ") and
Golden Elephant Glass Technology, Inc., 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 July 24,
2008 (the " Purchase Agreement ") with the Investors named
therein (the " Investors ") and certain other parties named
therein, pursuant to which the Company will issue and 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
certain of the securities 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 the 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, the 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 its Closing as to all
Investors.
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.
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 or any other
person.
3. Beneficial
Ownership . 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 are collectively referred to as
the "Holder’s Shares."
4. Lockup . From
and after the date of this Agreement and through and including the
one year anniversary of the Effective Date of a Registration
Statement resulting in all Shares being registered for resale by
the Investors (the " Lockup Period "), the Holder
irrevocably agrees that, except as set forth below, it will not
offer, pledge, encumber, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase or otherwise
transfer or dispose of, directly or indirectly, or announce the
offering of, any of its Holder’s Shares (including any
securities convertible into, or exchangeable for, or representing
the rights to receive, Holder’s Shares) or engage in any
Short Sales with respect to any security of the Company. In
furtherance thereof, the Company will (x) place a stop order with
the Transfer Agent on all Holder’s Shares, including those
which are covered by a registration statement, (y) notify its
transfer agent in writing of the stop order and the restrictions on
such Holder’s Shares under this Agreement and direct the
transfer agent not to process any attempts by the Holder to resell
or transfer any Holder’s Shares except in compliance with
this Agreement. Notwithstanding the foregoing, each Holder may
transfer any Holder's Shares by (a) bona fide gift or (b) will or
intestate succession to his or her immediate family
