|
LOCKUP AGREEMENT
This
AGREEMENT (the “Agreement”) is made as of the 2nd
day of August, 2007, by Yi Hua Kang (“Holder”), in
connection with his ownership of shares of Ever-Glory
International Group, Inc. ,
a Florida corporation
(the “Company”).
NOW,
THEREFORE, for good and valuable consideration, the
sufficiency and receipt of which consideration are hereby
acknowledged, Holder agrees as follows:
1.
Background
.
a.
Holder
is the beneficial owner of the amount of shares of the Common
Stock, $.0001 par value, of the Company (“Common
Stock”) designated on the signature page
hereto.
b.
Holder
acknowledges that the Company has entered into or will enter
into at or about the date hereof agreements with subscribers
to the Company’s Notes, some of which are convertible
into Common Stock (“Notes”) and Warrants (the
“Subscribers”). Holder understands that, as a
condition to proceeding with the Offering, the Subscribers
have required, and the Company has agreed to obtain on behalf
of the Subscribers an agreement from the Holder to refrain
from selling any securities of the Company from the date of
the Subscription Agreement until one year after the Closing
Date (as defined in the Subscription Agreement) (the
“Restriction Period”).
2.
Share Restriction
.
a.
Holder
hereby agrees that during the Restriction Period, the Holder
will not sell or otherwise dispose of any shares of Common
Stock or any options, warrants or other rights to purchase
shares of Common Stock or any other security of the Company
which Holder owns or has a right to acquire as of the date
hereof, other than in connection with an offer made to all
shareholders of the Company in connection with merger,
consolidation or similar transaction involving the Company.
Holder further agrees that the Company is authorized to and
the Company agrees to place “stop orders” on its
books to prevent any transfer of shares of Common Stock or
other securities of the Company held by Holder in violation of
this Agreement. The Company agrees not to allow to occur any
transaction inconsistent with this Agreement.
b.
Any
subsequent issuance to and/or acquisition by Holder of Common
Stock or options or instruments convertible into Common Stock
will be subject to the provisions of this
Agreement.
c.
Notwithstanding
the foregoing restrictions on transfer, the Holder may, at any
time and from time to time during the Restriction Period,
transfer the Common Stock (i) as bona fide gifts or transfers
by will or intestacy, (ii) to any trust for the direct or
indirect benefit of the undersigned or the immediate family of
the Holder, provided that any such transfer shall not involve
a disposition for value, (iii) to a partnership which is the
general partner of a partnership of which the Holder is a
general partner, provided, that, in the case of any gift or
transfer described in clauses (i), (ii) or (iii), each donee
or transferee agrees in writing to be bound by the terms and
conditions contained herein in the same manner as such terms
and conditions apply to the undersigned. For purposes hereof,
“immediate family” means any relationship by
blood, marriage or adoption, not more remote than first
cousin.
3.
Miscellaneous
.
a.
At
any time, and from time to time, after the signing of this
Agreement Holder will execute such additional instruments and
take such action as may be reasonably requested by the
Subscribers to carry out the intent and purposes of this
Agreement.
b.
This
Agreement shall be governed by and construed in accordance
with the laws of the State of New York without regard to
principles of conflicts of laws. Any action brought by either
party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the
state courts of New York or in the federal courts located in
the state of New York. The parties to this Agreement hereby
irrevocably waive any objection to jurisdiction and venue of
any action instituted hereunder and shall not
asser
| 
