LOCKUP AGREEMENT
This AGREEMENT
(the “Agreement”) is made as of the _____
th day of October, 2009, by _________
(“Holder”), maintaining an address at
_________________________, in connection with his ownership of
shares of China Infrastructure Construction Corporation, a Colorado
corporation (the “Company”).
NOW, THEREFORE,
for good and valuable consideration, the sufficiency and receipt of
which consideration are hereby acknowledged, Holder agrees as
follows:
a. The
Company is offering to certain subscribers (the
“Subscribers”) on a “best efforts” basis,
up to $10,000,000 of its common stock, no par value (the
“Purchased Shares”) at a per share purchase price of
$3.90 (the “Offering”), in reliance upon an exemption
from securities registration afforded by the provisions of Section
4(2), Section 4(6), Regulation D and/or Regulation S as promulgated
by the United States Securities and Exchange
Commission under the Securities Act of 1933, as
amended;
b. Holder
is the beneficial owner of the amount of shares of the common
stock, no par value, of the Company designated on the signature
page hereto.
c. As
a condition to the Offering and as an inducement to the Subscribers
to enter into a subscription agreement (the “Subscription
Agreement”), Holder understands that the Subscribers have
required, and the Company has agreed to obtain on behalf of the
Subscriber an agreement from the Holder to refrain from selling any
of the Lockup Shares, as defined below, for a period of twenty four
(24) months from the date hereof (“Restricted
Period”).
a. Holder
hereby agrees that during the Restriction Period, the Holder will
not offer, pledge, sell, contract to sell, sell any option or
contract to purchase, lend, transfer 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 (collectively, the “Lockup Shares”), 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
the Lockup Shares held by Holder in violation of this
Agreement. Notwithstanding the foregoing, if the
Company’s common stock has reached the Share Price Threshold,
as defined below, and (i) if the Company’s common stock has
traded an average daily volume of at least Five Thousand (5,000)
shares per day during the Threshold Term, as defined below, then
twenty five percent (25%) of the Lockup Shares shall not be subject
to the restrictions of this Section; or (ii) if the Company’s
common stock has traded an average daily volume of at least Twenty
Five Thousand (25,000) shares per day during the Threshold Term,
then fifty percent (50%) of the Lockup Shares shall not be subject
to the restrictions of this Section; or (iii) if the
Company’s common stock has traded an average daily volume of
at least Fifty Thousand (50,000) shares per day during the
Threshold Term, then the Restricted Period shall immediately expire
and this Agreement shall terminate.
For purposes of
this Section 2(a):
(i) “ Share Price
Threshold ” shall mean (a) if the Company’s common
stock is traded on an exchange or is quoted on the NASDAQ Global
Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the
New York Stock Exchange or the NYSE Alternext, a closing sale price
of the Company’s common stock of T
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