LOCK-UP AGREEMENT
THIS
AGREEMENT (this “Agreement”)
is
dated as of April 14, 2008 by and among Aamaxan Transport Group, Inc., a
Delaware corporation (the “Company”),
Xx.
Xxxx Ganghua (the “Holder”)
and
Mr. Xxxx Xxxxx (the “Successor”).
WHEREAS,
the Company intends to enter into a share exchange transaction with Kamick
Assets Limited, a company incorporated under the laws of the British Virgin
Islands (“KAL”),
whereby KAL will exchange all its equity interest in Asia Business Management
Group Limited, a British Virgin Islands company which is wholly owned by KAL,
for the issuance of shares of Common Stock of the Company, par value $0.001
per
share (the “Common
Stock”)
and a
private placement financing transaction with certain accredited investors (the
“Investors”)
whereby the Company will issue Units composed of shares of a newly-designated
Series A Convertible Preferred Stock, par value $0.001 per share (the
“Series
A Stock”)
and
related warrants (the “Warrants”)
to
purchase shares of Common Stock of the Company (the “Financing
Transaction”).
WHEREAS,
upon the Closing, the Holder will beneficially own 14,991,812 shares of common
stock of the Company and simultaneously with the entry of this Agreement, the
Holder is to enter into a Call Option Agreement with the Successor, pursuant
to
which the Holder is to sell all of his shares he is to receive from the Company
on the same date of the closing of the Financing Transaction in installments
upon certain conditions are satisfied (the “Call
Option Agreement”)
and
the Successor hereby acknowledges and agrees that any and all of his shares
of
the Company he is to receive from the Holder are subject to the terms and
conditions of this Agreement.
WHEREAS,
to induce the Company and the Investors to enter into the Financing Transaction
pursuant to the Securities Purchase Agreement dated April 14, 2008 by and among
the Company and the Investors (the “Purchase
Agreement”),
the
Holder, the Successor and KAL have agreed not to sell any shares of the
Company’s Common Stock that the Holder, the Successor and KAL presently own 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 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
Holder and the Successor hereby agree with the Company that the Holder and
the
Successor 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 shares of Common Stock owned by the Holder and the
Successor as of the date of the Closing Date or any such shares acquired
thereafter and shall not transfer such shares until date that is twelve (12)
months following the effective date of the registration statement (the
“Effective Date”) filed by the Company with the Securities and Exchange
Commission providing for the resale of the shares of Common Stock issuable
upon
conversion of the Preferred Shares issued pursuant to the Purchase Agreement
(the “Period”).
2. Ownership.
During
the Period, the Holder and the Successor shall retain all rights of ownership
in
the Lock-Up Shares, including, without limitation, voting rights and the right
to receive any dividends, if any, that may be declared in respect
thereof.
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 by
the
Holder and the Successor 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 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:
Mr.
Xxxx
Xxxxx
2a,
2b,
Xx.0 Xxxxxxxx Xx. 000 Xxxxxx Xxxx
Xxxxxxxxx
Xxxx-Xxxx Xxxx
Shanghai
People’s
Republic of China
Tel.
No.:
00-00-000-00-000
Fax
No.:
00-00-000-00-000
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with
copies (which copies shall not constitute notice) to:
Guzov
Ofsink, LLC
000
Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxx
Tel.
No.:
(000) 000-0000, ext. 102
Fax
No.:
(000) 000-0000
If
to the
Holder,
Xx.
Xxxx
Xxxxxxx
Xxxx
000,
0/X,
Xxxxx
Insurance Group XXX,
000
Xxx
Xxxxx Xxxx
Xxxxxxx,
Xxxx Xxxx.
Tel:
(000) 0000 0000
If
to the
Successor,
Mr.
Xxxx
Xxxxx
Suite
6B,
1440 Hongqiao Road
Changning
District
Shanghai
People’s
Republic of China
Tel.
No.:
00-00-000-00-000
Fax
No.:
00-00-000-00-000
with
copies (which copies shall not constitute notice) to:
Guzov
Ofsink, LLC
000
Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxx
Tel.
No.:
(000) 000-0000, ext. 102
Fax
No.:
(000) 000-0000
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 and approved by the
holders of more than fifty percent (50%) of the Conversion Shares (determined
on
an “as-converted” basis with respect to any Series A Preferred Stock not then
converted)(the “Majority
Holders”)
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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.
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.
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.
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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.
13. Specific
Performance; Injunctive Relief.
The
parties hereto acknowledge that the Company and the Investors will be
irreparably harmed and that there will be no adequate remedy at law for a
violation of any of the covenants or agreements of the Holder and the Successor
set forth herein. Therefore, it is agreed that, in addition to any other
remedies which may be available to the Company and the Investors upon such
violation, the Company shall have the right to enforce such covenants and
agreements by specific performance, injunctive relief or by any other means
available to it at law or in equity
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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:
Xxxx Xxxxx
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Title:
Chief Executive Officer
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Xxxx
Xxxxxxx
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Number
of Shares of Common Stock Beneficially
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Owned
at Closing:
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Xxxx
Xxxxx
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