Exhibit 10.3
LOCK-UP AGREEMENT
THIS
LOCK-UP AGREEMENT (the " Agreement ") is made and entered
into as of October 2, 2009 between the stockholder set forth on the
signature page to this Agreement (the " Related Party
Holder ") and Brean Murray, Carret & Co., LLC ("
BMC ").
RECITALS
A.
China Security & Surveillance Technology, Inc. (the "
Company ") has entered into that certain Securities Purchase
Agreement, dated October 2, 2009 (the " Purchase Agreement
") with certain investors set forth on the signature pages thereto
(the " Investors ") pursuant to which the Company will issue
and sell an aggregate of $58.5 million of securities to the
Investors. The Related Party Holder is the director and Chief
Executive Officer of the Company and the legal and beneficial owner
of the Related Party Holder’s Shares (as defined
blow).
B. As
an inducement for the Investors to enter into and consummate the
transactions contemplated by the Purchase Agreement, the Related
Party Holder has agreed to execute, deliver and be bound by the
terms and conditions of 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 . Related Party Holder has
independently evaluated the merits of his decision to enter into
and deliver this Agreement, and such Related Party Holder confirms
that he has not relied on the advice of BMC or any other person in
undertaking to execute this Agreement.
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 . Related Party Holder hereby
represents and warrants that he 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 the common stock of the Company (the "
CSST Common Stock "), or any economic interest therein or
derivative therefrom, other than those shares of CSST Common Stock
specified on his signature page to this Agreement. For purposes of
the Agreement, the shares of CSST Common Stock beneficially owned
by such Related Party Holder as specified on its signature page to
this Agreement are collectively referred to as the "Related
Party Holder’s Shares."
4.
Lockup . From and after the date of this Ag
