LOCK-UP AGREEMENT
THIS
AGREEMENT (this “Agreement”) is dated as of August 28, 2008 by and between
Universal Travel Group, a Nevada corporation (the “Company”), and Xxxxxxxxx
Xxxxx (“Shareholder”).
WHEREAS,
the Company entered into a Securities Purchase Agreement with the investors
listed in the Schedule of Buyers attached thereto (individually, a “Buyer”
and
collectively, the “Buyers”)
whereby the Company will sell to the Buyers an aggregate of 4,588,708 shares
of
the Company’s common stock, par value $0.001 per share (“Common
Stock”),
and
warrants to acquire approximately 2,294,356 shares of Common Stock for a total
aggregate purchase price of approximately $7,112,500 in a private placement
financing transaction (the “Financing
Transaction”).
WHEREAS,
Shareholder wishes to induce the Company and the Buyers to enter into the
Financing Transaction.
WHEREAS,
in order to induce the Company and the Buyers to enter into the Financing
Transaction pursuant to the Securities Purchase Agreement dated August 28,
2008
by and among the Company and the Buyers (the “Securities Purchase Agreement”),
Shareholder has agreed not to sell any shares of the Company’s Common Stock that
Shareholder presently owns or may acquire after the date hereof, except in
accordance with the terms and conditions set forth herein (collectively, the
“Lock-Up
Shares”).
Capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Securities Purchase Agreement.
NOW,
THEREFORE, in consideration of the covenants and conditions hereinafter
contained, the parties hereto agree as follows:
1. Restriction
on Transfer; Term.
The
Shareholder hereby agrees with the Company that such Shareholder will not offer,
sell, contract to sell, assign, transfer, hypothecate, pledge or grant a
security interest in, or otherwise dispose of, or enter into any transaction
which is designed to, or might reasonably be expected to, result in the
disposition of (whether by actual disposition or effective economic disposition
due to cash settlement or otherwise, directly or indirectly) (each, a
“transfer”), any of the Lock-Up Shares and shall not transfer such shares until
a date that is twelve (12) months following the Closing Date under the
Securities Purchase Agreement (the “Period”), unless (i) the Buyers, who are
holders of at least 75% of the shares of Common Stock purchased under the
Securities Purchase Agreement at the time of the purported transfer within
the
Period, consent to the same, such consent not to be unreasonably withheld,
or
(ii) all or any part of such Lock-Up Shares are transferred pursuant to that
Make Good Securities Escrow Agreement of even date herewith entered into between
the Company, the Shareholder and the Buyers.
2. Ownership.
During
the Period, Shareholder shall retain all rights of ownership in the Lock-Up
Shares, including, without limitation, voting rights and the right to receive
any dividends that may be declared in respect thereof, except regarding any
Lock-Up Shares transferred pursuant to the Make Good Securities Escrow
Agreement.
3. Company
and Transfer Agent.
The
Company is hereby authorized to disclose the existence of this Agreement to
its
transfer agent. The Company and its transfer agent are hereby authorized to
decline to make any transfer of the Common Stock if such transfer would
constitute a violation or breach of this Agreement and/or the Securities
Purchase Agreement.
4. Notices.
All
notices, demands, consents, requests, instructions and other communications
to
be given or delivered or permitted under or by reason of the provisions of
this
Agreement or in connection with the transactions contemplated hereby shall
be in
writing and shall be deemed to be delivered and received by the intended
recipient as follows: (i) if personally delivered, on the business day of such
delivery (as evidenced by the receipt of the personal delivery service), (ii)
if
mailed certified or registered mail return receipt requested, two (2) business
days after being mailed, (iii) if delivered by overnight courier (with all
charges having been prepaid), on the business day of such delivery (as evidenced
by the receipt of the overnight courier service of recognized standing), or
(iv)
if delivered by facsimile transmission, on the business day of such delivery
if
sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
time,
on the next succeeding business day (as evidenced by the printed confirmation
of
delivery generated by the sending party’s telecopier machine). If any notice,
demand, consent, request, instruction or other communication cannot be delivered
because of a changed address of which no notice was given (in accordance with
this Section 4), or the refusal to accept same, the notice, demand, consent,
request, instruction or other communication shall be deemed received on the
second business day the notice is sent (as evidenced by a sworn affidavit of
the
sender). All such notices, demands, consents, requests, instructions and other
communications will be sent to the following addresses or facsimile numbers
as
applicable.
If
to the
Company:
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Attention:
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Xx.
Xxxxxxxxx Xxxxx
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Address:
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0/X
Xxxxxxx Xxxxxxxx, Xx. 0000 Xxxxxxx Xxxx,
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Xxxxxxx
Futian District,
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City & State:
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Shenzhen,
The People’s Republic of China
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Telephone:
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00-000-00000000
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Fax:
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00-000-00000000
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Email:
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00@xxxxx.xx
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With
a copy (which will not constitute notice) to:
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Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
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Attention:
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Xxxxxxxx
Xxx, Esq.
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Telephone:
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(000)
000 0000
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Fax:
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(000)
000 0000
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Email:
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xxxx@xxxx.xxx
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2
If
to
Shareholder,
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Address:
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0/X
Xxxxxxx Xxxxxxxx, Xx. 0000 Xxxxxxx Xxxx,
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Xxxxxxx
Futian District,
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City
& State:
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Shenzhen,
The People’s Republic of China
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Telephone:
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00-000-00000000
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00-000-00000000
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Email:
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00@xxxxx.xx
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or
to
such other address as any party may specify by notice given to the other party
in accordance with this Section 4.
5. Amendment.
This
Agreement may not be modified, amended, altered or supplemented, except by
a
written agreement executed by each of the parties hereto.
6. Entire
Agreement.
This
Agreement contains the entire understanding and agreement of the parties
relating to the subject matter hereof and supersedes all prior and/or
contemporaneous understandings and agreements of any kind and nature (whether
written or oral) among the parties with respect to such subject matter, all
of
which are merged herein.
7. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York applicable to agreements made and to be performed in that
state, without regard to any of its principles of conflicts of laws or other
laws which would result in the application of the laws of another jurisdiction.
This Agreement shall be construed and interpreted without regard to any
presumption against the party causing this Agreement to be drafted.
8. Waiver
of Jury Trial.
EACH OF
THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL
BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES
UNCONDITIONALLY AND IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE FEDERAL
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK WITH RESPECT TO ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE PARTIES HEREBY UNCONDITIONALLY
AND IRREVOCABLY WAIVES ANY OBJECTION TO VENUE IN NEW YORK COUNTY OR SUCH
DISTRICT, AND AGREES THAT SERVICE OF ANY SUMMONS, COMPLAINT, NOTICE OR OTHER
PROCESS RELATING TO SUCH SUIT, ACTION OR OTHER PROCEEDING MAY BE EFFECTED IN
THE
MANNER PROVIDED IN SECTION 4.
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9. Severability.
The
parties agree that if any provision of this Agreement be held to be invalid,
illegal or unenforceable in any jurisdiction, that holding shall be effective
only to the extent of such invalidity, illegally or unenforceability without
invalidating or rendering illegal or unenforceable the remaining provisions
hereof, and any such invalidity, illegally or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any
other jurisdiction. It is the intent of the parties that this Agreement be
fully
enforced to the fullest extent permitted by applicable law.
10. Binding
Effect; Assignment.
This
Agreement and the rights and obligations hereunder may not be assigned by any
party hereto without the prior written consent of the other parties hereby.
This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns. Each Buyer is
an
intended third party beneficiary of this Agreement and shall be entitled to
enforce this Agreement.
11. Headings.
The
section headings contained in this Agreement (including, without limitation,
section headings and headings in the exhibits and schedules) are inserted for
reference purposes only and shall not affect in any way the meaning,
construction or interpretation of this Agreement. Any reference to the
masculine, feminine, or neuter gender shall be a reference to such other gender
as is appropriate. References to the singular shall include the plural and
vice
versa.
12. Counterparts.
This
Agreement may be executed in two or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall
be
deemed to be an original, and all of which, when taken together, shall
constitute one and the same document. This Agreement shall become effective
when
one or more counterparts, taken together, shall have been executed and delivered
by all of the parties.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above herein.
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By:
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Name:
Xxxxxxxxx Xxxxx
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Title:
Chief Executive Officer
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