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.
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 immedia
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