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EXHIBIT 3.1
PADDINGTON INC.
Registered Address: 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx,
Xxxxxxxx 00000, X.X.X.
April 20, 1999
Xx. Xxxx Xxxx Xx
Xx. Xxxxxxx Che Xxxxx Xxxx
Xx. Xxxxx Kung Xxxx Lok
c/o Suite E, 15/F
Xx Xxx Commercial Building
00 X'Xxxxxxx Xxxxxx, Xxxxxxx
Xxxx Xxxx
RE: LOCK UP AGREEMENT WITH PADDINGTON INC.
Gentlemen:
As part of the sale of all currently issued shares of Common Stock of
Paddington Inc. (the "Company") to the undersigned (the "Holders"), the Holders
hereby represent, warrant, covenant and agree, for the benefit of the Company
and the holders of record (the "third party beneficiaries") of the Company's
outstanding securities, including the Company's Common Stock, $.0001 par value
(the "Stock") at the date hereof and during the pendency of this letter
agreement that the Holders will not transfer, sell, contract to sell, devise,
gift, assign, pledge, hypothecate, distribute or grant any option to purchase
or otherwise dispose of, directly or indirectly, their shares of Stock of the
Company owned beneficially or otherwise by the Holders except in connection
with or following completion of a merger, acquisition or other transaction by
the Company resulting in the Company no longer being classified as a blank
check company as defined in Section 7(b)(3) of the Securities Act of 1933, as
amended.
Any attempted sale, transfer or other disposition in violation of this
letter agreement shall be null and void.
The Holders further agree that the Company (i) may instruct its
transfer agent not to transfer such securities (ii) may provide a copy of this
letter agreement to the Company's transfer agent for the purpose of instructing
the Company's transfer agent to place a legend on the certificate(s) evidencing
the securities subject hereto and disclosing that any transfer, sale, contract
for sale, devise, gift, assignment, pledge or hypothecation of such securities
is subject to the terms of this letter agreement and (ill) may issue
stop-transfer instructions to its transfer agent for the period contemplated by
this letter agreement for such securities. This letter agreement shall be
binding upon the Holders, their agents, heirs, successors, assigns and
beneficiaries.
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Any waiver by the Company of any of the terms and conditions of this
letter agreement in any instance must be in writing and must be duly executed
by the Company and the Holders and shall not be deemed or construed to be a
waiver of such term or condition for the future, or of any subsequent breach
thereof
The Holders agree that any breach of this letter agreement will cause
the Company and the third party beneficiaries irreparable damage for which
there is no adequate remedy at law. If there is a breach or threatened breach
of this letter agreement by the Holders, the Holders hereby agree that the
Company and the third party beneficiaries shall be entitled to the issuance of
an immediate injunction without notice to restrain the breach or threatened
breach. The Holders also agree that the Company and all third party
beneficiaries shall be entitled to pursue any other remedies for such a breach
or threatened breach, including a claim for money damage.
ACKNOWLEDGED and AGREED on the date first written above:
KING XXXX XX, a Holder
/s/ King Xxxx Xx
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XXXXXXX CHE XXXXX XXXX, a Holder
/s/ Xxxxxxx Che Xxxxx Xxxx
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HARDY KUNG CHIN LOK, a Holder
/s/ Hardy Kung Chin Lok
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