Unassociated Document


    


    LOCK-UP
      AGREEMENT

    


    THIS
      LOCK-UP AGREEMENT (the "Agreement")
      is
      made and entered into on May 30, 2008 between the stockholders set forth on
      the
      signature page to this Agreement (each, a "Holder")
      and
Genesis
      Pharmaceuticals Enterprises, Inc., a Florida corporation
      (the
      "Company").

    


    RECITALS

    


    A. The
      Company has determined that it is advisable and in its best interest to enter
      into that certain Securities Purchase Agreement, dated May 30, 2008 (the
      "Purchase
      Agreement")
      with
      the Investors named therein (the "Investors")
      and
      certain other parties named therein, pursuant to which the Company will issue
      and sell in a private offering securities of the Company (the "Offering").
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement will have the meanings given such terms in the Purchase
      Agreement.

    


    B. In
      connection with the Offering, the Company has agreed to provide the Investors
      certain registration rights, and in furtherance thereof has agreed to file
      a
      registration statement to enable the Investors to resell certain of the
      securities subject of the Offering.

    


    C. It
      is a
      condition to the Investors' respective obligations to close under the Purchase
      Agreement and provide the financing contemplating by the Offering that the
      Holder execute and deliver to the Company this Agreement. 

    


    D. In
      contemplation of, and as a material inducement for the Investors to enter into,
      the Purchase Agreement, the Holder and the Company have each agreed to execute
      and deliver this Agreement. 

    


    NOW,
      THEREFORE, for and in consideration of the mutual covenants and agreements
      set
      forth herein, and other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties, intending to be
      legally bound, agree as follows:

    


    1. Effectiveness
      of Agreement.
      This
      Agreement shall become null and void if the Purchase Agreement is terminated
      prior to its Closing as to all Investors. 

    


    2. Representations
      and Warranties.
      Each of
      the parties hereto, by their respective execution and delivery of this
      Agreement, hereby represents and warrants to the others and to all third party
      beneficiaries of this Agreement that (a) such party has the full right, capacity
      and authority to enter into, deliver and perform its respective obligations
      under this Agreement, (b) this Agreement has been duly executed and delivered
      by
      such party and is the binding and enforceable obligation of such party,
      enforceable against such party in accordance with the terms of this Agreement
      and (c) the execution, delivery and performance of such party’s obligations
      under this Agreement will not conflict with or breach the terms of any other
      agreement, contract, commitment or understanding to which such party is a party
      or to which the assets or securities of such party are bound.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3. Beneficial
      Ownership.
      Holder
      hereby represents and warrants that it does not beneficially own (as determined
      in accordance with Section 13(d) of the Exchange Act of 1934, as amended (the
      “Exchange
      Act”),
      and
      the rules and regulations promulgated thereunder) any shares of Common Stock,
      other than those shares of Common Stock specified on its signature page to
      this
      Agreement. For purposes of this Agreement the shares of Common Stock
      beneficially owned by such Holder as specified on its signature page to this
      Agreement and the shares of Common Stock acquired by such Holder after the
      date
      of this Agreement, including
      any shares of Common
      Stock such Holder has
      sole
      or shared voting power or investment power, and also any shares of Common
      Stock such Holder has
      the
      right to acquire within 60 days, including upon exercise of the Company’s common
      stock purchase warrants,
      are
      collectively referred to as the “Holder’s
      Shares.”

    


    4. Lockup.
      From
      and after the date of this Agreement and through and including the date which
      is
      eighteen (18) months following the Effective Date of the initial Registration
      Statement resulting in Registrable Securities being registered for resale in
      accordance with the terms and conditions of the Registration Rights Agreement
      (plus one additional day for each Trading Day following the Effective Date
      of
      such Registration Statement during which either (1) the Registration
      Statement is not effective or (2) the prospectus forming a portion of the
      Registration Statement is not available for the resale of the Registrable
      Securities (as defined in the Registration Rights Agreement) required to be
      covered thereby) (the "Lockup
      Period"),
      the
      Holder irrevocably agrees it will not offer, pledge, encumber, sell, contract
      to
      sell, sell any option or contract to purchase, purchase any option or contract
      to sell, grant any option, right or warrant to purchase or otherwise transfer
      or
      dispose of, directly or indirectly, or announce the offering of, any of its
      Holder’s Shares (including any securities convertible into, or exchangeable for,
      or representing the rights to receive, Holder’s Shares).

    


    5. Third-Party
      Beneficiaries.
      The
      Holder and the Company acknowledge and agree that this Agreement is entered
      into
      for the benefit of and is enforceable by the Investors and their successors
      and
      assigns. The Holder and the Company understand and agree that this Agreement
      is
      a material inducement to the willingness of the Investors to enter into the
      Purchase agreement and the transactions contemplated thereunder, that each
      of
      the Company and the Holder receive benefits as a result of the investment into
      the Company by the Investors. 

    


    6. No
      Additional Fees/Payment.
      Other
      than the consideration specifically referenced herein, the parties hereto agree
      that no fee, payment or additional consideration in any form has been or will
      be
      paid to the Holder in connection with this Agreement.

    


    7. Enumeration
      and Headings.
      The
      enumeration and headings contained in this Agreement are for convenience of
      reference only and shall not control or affect the meaning or construction
      of
      any of the provisions of this Agreement.


    
      
        
        

      

      
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    8. Counterparts.
      This
      Agreement may be executed in facsimile and in any number of counterparts, each
      of which when so executed and delivered shall be deemed an original, but all
      of
      which shall together constitute one and the same agreement.

    


    9. Successors
      and Assigns.
      This
      Agreement and the terms, covenants, provisions and conditions hereof shall
      be
      binding upon, and shall inure to the benefit of, the respective heirs,
      successors and assigns of the parties hereto. 

    


    10. Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable for any
      reason, such provision will be conformed to prevailing law rather than voided,
      if possible, in order to achieve the intent of the parties and, in any event,
      the remaining provisions of this Agreement shall remain in full force and effect
      and shall be binding upon the parties hereto.

    


    11. Amendment.
      This
      Agreement may not be amended or modified in any manner except by a written
      agreement executed by each of the parties hereto if and only if such
      modification or amendment is consented to in writing by the Investors holding
      a
      majority in interest of the Common Stock issued or issuable under the Purchase
      Agreement. 

    


    12. Further
      Assurances.
      The
      Company and the Holder shall each do and perform, or cause to be done and
      performed, all such further acts and things, and shall execute and deliver
      all
      such other agreements, certificates, instruments and documents, as any Investor
      or the Transfer Agent or, in the case of the Holder, the Company may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

    


    13. No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

    


    14. Remedies.
      The
      Company and the Investors shall have the right to specifically enforce all
      of
      the obligations of the Holder under this Agreement (without posting a bond
      or
      other security), in addition to recovering damages by reason of any breach
      of
      any provision of this Agreement and to exercise all other rights granted by
      law.
      Furthermore, each of the Company and the Holder recognize that if it fails
      to
      perform, observe, or discharge any of its obligations under this Agreement,
      any
      remedy at law may prove to be inadequate relief to the Company or the Investors.
      Therefore, the Holder agrees that each of the Company and the Investors shall
      be
      entitled to seek temporary and permanent injunctive relief in any such case
      without the necessity of proving actual damages and without posting a bond
      or
      other security.


    
      
        
        

      

      
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    15. Governing
      Law.
      The
      terms and provisions of this Agreement shall be construed in accordance with
      the
      laws of the State of New York and the federal laws of the United States of
      America applicable therein. Each party agrees for its benefit and the benefit
      of
      the Investors (who are third party beneficiaries to the obligations of the
      Company and the Holder contained in this Agreement and this Section) as follows:
      (a) All Proceedings concerning the interpretations, enforcement and defense
      of
      the transactions contemplated by this Agreement shall be commenced exclusively
      in the New York Courts. Each party hereto hereby irrevocably submits to the
      exclusive jurisdiction of the New York Courts for the adjudication of any
      dispute hereunder or in connection herewith or with any transaction contemplated
      hereby or discussed herein, and hereby irrevocably waives, and agrees not to
      assert in any Proceeding, any claim that it is not personally subject to the
      jurisdiction of any such New York Court, or that such Proceeding has been
      commenced in an improper or inconvenient forum. (b) Each of the Company and
      the
      Holder hereby irrevocably waives personal service of process and consents to
      process being served in any such Proceeding by mailing a copy thereof via
      registered or certified mail or overnight delivery (with evidence of delivery)
      to such party at the address in effect for notices to it under this Agreement
      and agrees that such service shall constitute good and sufficient service of
      process and notice thereof. Nothing contained herein shall be deemed to limit
      in
      any way any right to serve process in any manner permitted by law. (c) Each
      of
      the Company and the Holder hereby irrevocably waive, to the fullest extent
      permitted by applicable law, any and all right to trial by jury in any legal
      proceeding arising out of or relating to this Agreement or the transactions
      contemplated hereby. (d) If any party or any Investor shall commence a
      Proceeding to enforce any provisions of this Agreement, then the prevailing
      party in such Proceeding shall be reimbursed by the other party (and in the
      case
      of an Investor bringing such a Proceeding, the Company and the Holder shall
      jointly and severally reimburse the Investor) for its reasonable attorneys’ fees
      and other costs and expenses incurred with the investigation, preparation and
      prosecution of such Proceeding.

     

    [Remainder
      of Page Intentionally Left Blank]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, each of the parties hereto has caused this Agreement as of
      the
      day and year first above written.

    


    
      	/s/
              Cao Wubo
	Name:
              Cao Wubo
	 
	Number
              of shares
              of Common Stock
              beneficially owned:
	 
	     

	 
	
              GENESIS
                PHARMACEUTICALS ENTERPRISES, INC.

            
	 	 
	
              By:

            	
              /s/
                Cao Wubo

            
	 	
              Name:
                Cao Wubo

            
	 	
              Title:
                Chief Executive Officer

            


    


    
      
        
        

      

      
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