Fashion Tech International, Inc: Exhibit 4.1 - Prepared by TNT Filings Inc.




  




Exhibit 4.1 

LOCK-UP AGREEMENT 


THIS LOCK-UP AGREEMENT
(the "Agreement") is made and entered into on August 14, 2008 between the
stockholders set forth on the signature page to this Agreement (each, a "Holder")
and Fashion Tech International, Inc., a Nevada 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 August 14, 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. 




Each Holder has
independently evaluated the merits of its decision to enter into and deliver
this Agreement, and such Holder confirms that it has not relied on the advice of
the Company or any other person. 

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, and the rules and regulations promulgated
thereunder) any shares of Common Stock, or any economic interest therein or
derivative therefrom, 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 are collectively referred to as the "Holder's Shares."


4. 


Lockup. From and after the date of this Agreement and through and
including the one year anniversary of the effective date of a registration
statement resulting in all Shares being registered for resale by the Investors
(the "Lockup Period"),
the Holder irrevocably agrees that, except as set forth below, 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) or engage in any Short Sales with respect to any
security of the Company. In furtherance thereof, the Company will (x) place a
stop order with the Transfer Agent on all Holder's Shares, including those which
are covered by a registration statement, (y) notify its transfer agent in
writing of the stop order and the restrictions on such Holder's Shares under
this Agreement and direct the transfer agent not to process any attempts by the
Holder to resell or transfer any Holder's Shares except in compliance with this
Agreement. Notwithstanding the foregoing, each Holder may transfer any Holder's
Shares by (a) bona fide gift or (b) will or intestate succession to his or her
immediate family or to a trust the sole beneficiaries of which are one or more
of the undersigned and his or her immediate family (the term "immediate family"
meaning for these purposes the spouse, domestic partner, lineal descendant,
father, mother or sibling of the undersigned), provided that each resulting
transferee of such Holder's Shares executes and delivers to the Company an
agreement satisfactory to the Company certifying that such transferee is bound
by the terms of this Agreement and has been in compliance with the terms hereof
since the date first above written as if it had been an original party hereto.
Further, Holder shall be permitted to pledge, encumber, or create a security
interest in any or all of its Holder's Shares to secure the payment or
performance of indebtedness and other obligations of the Company and/or its
Subsidiaries to bona fide commercial lending institutions in the People's
Republic of China. For purposes hereof, "Short Sales"
include, without limitation, all "short sales" as defined in Rule 200
promulgated under Regulation SHO under the Exchange Act and all types of direct
and indirect stock pledges, forward sale contracts, options, puts, calls, swaps
and similar arrangements (including on a total return basis), and sales and
other transactions through non-US broker dealers or foreign regulated brokers.





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. 


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 Holder recognizes 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. 

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 waives, 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]





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



  	 
	
      Name:
	 
	Number of shares of Common Stock beneficially owned:
	 
	 
	 
	FASHION TECH INTERNATIONAL, INC.
	 
	 
	
      By:
	
      Name: Jinlin Shi
	Title: Chief Executive Officer




 


[Signature Page to Lockup Agreement]