Attached files
| file | filename |
|---|---|
| S-1/A - China For-Gen Corp. | v190340_s1a.htm |
| EX-4.4 - China For-Gen Corp. | v190340_ex4-4.htm |
| EX-4.5 - China For-Gen Corp. | v190340_ex4-5.htm |
| EX-5.1 - China For-Gen Corp. | v190340_ex5-1.htm |
| EX-99.4 - China For-Gen Corp. | v190340_ex99-4.htm |
| EX-99.6 - China For-Gen Corp. | v190340_ex99-6.htm |
| EX-99.7 - China For-Gen Corp. | v190340_ex99-7.htm |
| EX-99.5 - China For-Gen Corp. | v190340_ex99-5.htm |
| EX-99.3 - China For-Gen Corp. | v190340_ex99-3.htm |
| EX-23.1 - China For-Gen Corp. | v190340_ex23-1.htm |
| EX-99.1 - China For-Gen Corp. | v190340_ex99-1.htm |
| EX-99.2 - China For-Gen Corp. | v190340_ex99-2.htm |
Exhibit
10.5
LOCK-UP
AGREEMENT
July 07,
2010
T Squared
Investment LLC
1325
Sixth Avenue, FL 27
New York,
NY 10019
Attn:
Thomas Sauve
Ladies
and Gentlemen:
In order
to induce T Squared Investment LLC (the “T Squared”) to consent to an
initial public offering (the “IPO”) of common stock (the
“Common Stock”) of China
For-Gen Corp., a Delaware corporation (the “Company”), the undersigned
hereby agrees that until 24 months following the date of the initial closing of
the IPO (the “Lock-up
Period”), the undersigned will not, without the prior written consent of
T Squared (such consent not to be unreasonably withheld, conditioned or
delayed), directly or indirectly: (i) offer, sell, assign, transfer,
pledge, contract to sell, or otherwise dispose of, any shares of Common Stock or
securities convertible into or exercisable or exchangeable for Common Stock
(including, without limitation, shares of Common Stock or any such securities
which may be deemed to be beneficially owned by the undersigned in accordance
with the rules and regulations promulgated under the Securities Act of 1933, as
the same may be amended or supplemented from time to time (such shares or
securities, the “Beneficially
Owned Shares”); (ii) establish or increase any “put equivalent position”
or liquidate or decrease any “call equivalent position” (in each case within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder) with respect to any
Beneficially Owned Shares, or otherwise enter into any swap, derivative or other
transaction or arrangement that transfers to another, in whole or in part, any
economic consequence of ownership of any Beneficially Owned Shares, Common Stock
or securities convertible into or exercisable or exchangeable for Common Stock,
whether or not such transaction is to be settled by delivery of Beneficially
Owned Shares, other securities, cash or other consideration; or
(iii) engage in any short selling of any Beneficially Owned Shares, Common
Stock or securities convertible into or exercisable or exchangeable for Common
Stock.
Notwithstanding
anything contained herein to the contrary,
[ ] shares of Common Stock owned
by the undersigned shall not subject to the terms and conditions of this
agreement as of the date which is the one year anniversary of the effective date
of the registration statement pursuant to which the Company conducted the
IPO. Notwithstanding anything contained herein to the contrary,
[ ] shares of Common Stock owned
by the undersigned shall not subject to the terms and conditions of this
agreement as of the date which is the eighteen (18) month anniversary of the
effective date of the registration statement pursuant to which the Company
conducted the IPO.
If
(i) the Company issues an earnings release or material news or a material
event relating to the Company occurs during the last seventeen (17) days of
the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period,
the Company announces that it will release earnings results during the sixteen
(16)-day period beginning on the last day of the Lock-up Period, the
restrictions imposed by this Agreement shall continue to apply until the
expiration of the eighteen (18)-day period beginning on the issuance of the
earnings release or the occurrence of the material news or material
event.
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Notwithstanding
the foregoing, the undersigned may sell or otherwise transfer shares of Common
Stock or Beneficially Owned Shares during the undersigned’s lifetime or on death
by will or intestacy to the undersigned’s immediate family or to a trust, the
beneficiaries of which are exclusively the undersigned and a member or members
of the undersigned’s immediate family, provided that the transferee thereof
agrees to be bound by the restrictions set forth herein.
The
undersigned hereby authorizes the Company during the Lock-up Period to cause any
transfer agent for the Beneficially Owned Shares to decline to transfer, and to
note stop transfer restrictions on the stock register and other records relating
to, Common Stock, securities convertible into or exercisable or exchangeable for
Common Stock or Beneficially Owned Shares subject to restriction hereunder for
which the undersigned is the record holder and, in the case of Common Stock,
securities convertible into or exercisable or exchangeable for Common Stock or
Beneficially Owned Shares for which the undersigned is the beneficial but not
the record holder, agrees during the Lock-up Period to cause the record holder
to cause the relevant transfer agent to decline to transfer, and to note stop
transfer restrictions on the stock register and other records relating to, such
Common Stock, securities convertible into or exercisable or exchangeable for
Common Stock or Beneficially Owned Shares subject to restriction
hereunder.
The
undersigned hereby represents and warrants to T Squared and the Company that the
undersigned has full power and authority to enter into this Agreement and that
this Agreement constitutes the legal, valid and binding obligation of the
undersigned, enforceable in accordance with its terms. Upon request,
the undersigned will execute any additional documents necessary in connection
with enforcement hereof. Any obligations of the undersigned shall be
binding upon the successors and assigns of the undersigned from the date first
above written.
This
agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to the conflicts of laws principles
thereof. Delivery of a signed copy of this letter by facsimile or
other electronic transmission shall be effective as delivery of the original
hereof.
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