EXHIBIT 4.1
Lock-Up Agreement
November 1, 2006
Encorium Group, Inc.
One Glenhardie Corporate Center
1275 Drummers Lane, Suite 100
Wayne, PA 19087
Ladies and Gentlemen:
Encorium Group, Inc., formerly
Covalent Group, Inc., a Delaware corporation (the
“Company”), has entered into an Amended and Restated
Combination Agreement dated as of July 6, 2006 (the
“Combination Agreement”) by and between the Company and
Kai Lindevall, Jan Lilja, Sven-Erik Nilsson, Vesa Manninen, NTGLT
Pharma BVBA, Seppo Oksanen, Heikki Vapaatalo, Riitta Korpela and
Agneta Lindevall (each a “Stockholder”), constituting
all of the stockholders of Remedium Oy, a corporation organized
under the laws of Finland (“Remedium”). Pursuant to the
terms of the Combination Agreement the Stockholders have agreed to
contribute, convey, transfer and assign to the Company all of the
issued and outstanding shares of Remedium at the Closing (as
defined in the Combination Agreement). In consideration of the
contribution, conveyance, transfer and assignment of the Shares, at
the Closing (as defined in the Combination Agreement), the Company,
among other consideration, will issue to each Stockholder the
number of shares of Common Stock of the Company as set forth next
to such Stockholders name on Exhibit A hereto (the
“Shares”).
In order to induce Company to close
under the Combination Agreement and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned agrees that, without the prior
written consent of the Company, the undersigned will not, directly
or indirectly offer, sell, pledge, contract to sell, grant any
option to purchase or otherwise dispose of any Shares or other
capital stock of the Company, or any securities convertible,
exchangeable or exercisable for shares of Common Stock or
derivative thereof or request the registration for the offer and
sale of any of the foregoing (including, without limitation, shares
of Common Stock of the Company which may be deemed to be
beneficially owned by the undersigned on the date hereof in
accordance with the Rule 16a-1(a)(2) under the Securities Exchange
Act of 1934, as amended and shares of Common Stock which may be
issued upon exercise of a stock option or warrant) or enter into
any Hedging Transaction (as defined below) relating to the Common
Stock (each of the foregoing referred to as a
“Disposition”) for a period of commencing on the
Closing Date (as defined in the Combination Agreement) and ending
nine calendar m
