THIS LOCK-UP AGREEMENT (the " Agreement ") is made and entered into as of September 27,
2007 between the stockholders set forth on the signature page to this Agreement (each, a " Holder ") and Jade
Mountain Corporation, a Nevada corporation (the " Company ").
The Company has determined that it is advisable and in its best interest to enter into that
certain Securities Purchase Agreement, dated as of September 27, 2007 (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.
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.
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
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:
Effectiveness of Agreement . This Agreement shall become null and void if the Purchase
Agreement is terminated prior to closing.
The Holder has independently evaluated t