Longhai Steel Inc.: Exhibit 10.13 - Filed by newsfilecorp.com






Exhibit 10.13  

Lock-Up Agreement 

[               
], 2010 

	By Facsimile
      (                       
      ) 	 	By
      Facsimile
      (                         
       ) 
	Longhai Steel Inc. 	 	Ladenburg Thalmann & Co. Inc. 
	No. 1 Jingguang Road 	 	4400 Biscayne Blvd 
	Neiqiu County, Xingtai City 	 	12th Floor 
	Hebei Province, China 054000 	 	Miami, FL 33137 
	Attn: Dr. Eberhard Kornotzki 	 	Attn: Nicholas Stergis 
	CFO 	 	Managing Director, Investment Banking
  


Re: Lock-Up Agreement 

Dear Mr. Kornotzki and Mr. Stergis: 

     The undersigned understands that
Ladenburg Thalmann & Co. Inc. (the “Underwriter”), proposes to enter into an
Underwriting Agreement with Longhai Steel Inc. (the “Company”), providing for
the public offering (the “Offering”), by the Underwriter of shares of common
stock, $0.0001 par value per share (the “Common Stock”). The undersigned is a
holder of Common Stock of the Company as of the date hereof and is an officer,
director or holder of 5% or more of the issued and outstanding shares of Common
Stock of the Company. 

     In consideration of the
Underwriter’s agreement to undertake the Offering of the Common Stock on a “firm
commitment” basis, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the undersigned agrees that the undersigned will
not register, offer, sell, contract to sell or grant any Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock or
any warrants to purchase Common Stock (including, without limitation, securities
of the Company which may be deemed to be beneficially owned by the undersigned
in accordance with the rules and regulations of the Securities and Exchange
Commission and securities which may be issued upon the exercise of a stock
option or warrant) for a period of one (1) year after the date of effectiveness
or commencement of sales of the public offering.

[Lock-Up Agreement Execution Page Follows] 




[Lock-Up Agreement Execution Page] 

     The undersigned understands that
the Company and the Underwriter will proceed with the Offering in reliance upon
this Lock-up Agreement. By executing below, the Company acknowledges and agrees
that it will take all steps necessary to ensure that the undersigned is not able
to effect a transfer in contravention of this Lock-Up Agreement, including,
without limitation, causing the Company’s transfer agent to note in its records
the foregoing limitations and instructing the transfer agent not to effect any
transfer in violation of this Lock-Up Agreement. 


	Very truly yours, 
	 
	  
	Name (Print): 	 
	 	 
	Name (Signature): 	 



Longhai Steel Inc. acknowledges and agrees to be bound by the
final paragraph of this letter agreement. 

Longhai Steel Inc. 

By:                                                                                     

Name: Dr. Eberhard Kornotzki 
Its: Chief Financial Officer 

Ladenburg Thalmann & Co. Inc. 

By:                                                                                     

Name: Nicholas Stergis 
Its: Managing Director, Investment Banking