Exhibit 4.2
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (the "
Agreement ") is made and entered into on August 26, 2008
between the stockholders set forth on the signature page to this
Agreement (each, a " Holder ") and China Valves Technology,
Inc. (f/k/a Intercontinental Resources, 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 August 26, 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 (plus one additional day for each Trading Day
following the Effective Date of any Registration Statement during
which either (1) the Registration Statement is not effective
or (2) the prospectus forming a portion of the Registration
Statement is not available for the resale of all Registrable
Securities (as defined in the Registration Rights Agreement)
required to be covered thereby) (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,
