0001144204-08-001836 Sample Contracts

SINO-GLOBAL SHIPPING AMERICA, LTD. WARRANT AGREEMENT
Warrant Agreement • January 11th, 2008 • Sino-Global Shipping America, Ltd. • Virginia

Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”), agrees to issue and sell to you a warrant (the “Warrant”) to purchase the number of shares of common stock, of the Company set forth herein, subject to the terms and conditions contained herein.

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ESCROW AGREEMENT
Escrow Agreement • January 11th, 2008 • Sino-Global Shipping America, Ltd. • Virginia

This Escrow Agreement is made and entered into as of the ____ day of _________, _____, by and among ANDERSON & STRUDWICK, INCORPORATED, a Virginia corporation (the “Underwriter”), SINO-GLOBAL SHIPPING AMERICA, LTD., a Virginia corporation (the “Company”) and SUNTRUST BANK, N.A. (the “Escrow Agent”).

EXCLUSIVE MARKETING AGREEMENT
Exclusive Marketing Agreement • January 11th, 2008 • Sino-Global Shipping America, Ltd.

This Exclusive Marketing Agreement (the “Agreement”) is made and entered into effective as of November 14, 2007 by and between the following parties in Beijing, People’s Republic of China (the “PRC”):

LOCK-UP AGREEMENT
Lock-Up Agreement • January 11th, 2008 • Sino-Global Shipping America, Ltd.

The undersigned understands that Anderson & Strudwick, Incorporated (the “Underwriter”), proposes to enter into an Underwriting Agreement with Sino-Global Shipping America, Ltd. (the “Company”), providing for the public offering (the “Offering”) by the Underwriter of a minimum of ________ shares and a maximum of _________ shares of common stock, without par value per share (“Common Stock”), of the Company.

EXCLUSIVE MANAGEMENT CONSULTING AND TECHNICAL CONSULTING SERVICE AGREEMENT
Exclusive Management Consulting and Technical Consulting Service Agreement • January 11th, 2008 • Sino-Global Shipping America, Ltd.

This Exclusive Management Consulting and Technical Consulting Service Agreement (the “Agreement”) is made and entered into effective as of November 14, 2007 by and between the following parties in Beijing, People’s Republic of China (the “PRC”):

PROXY AGREEMENT
Proxy Agreement • January 11th, 2008 • Sino-Global Shipping America, Ltd.

This Proxy Agreement (the “Agreement”) is entered into effective as of November 14, 2007 between the following parties in Beijing, People’s Republic of China (the “PRC”).

EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT
Exclusive Equity Interest Purchase Agreement • January 11th, 2008 • Sino-Global Shipping America, Ltd.

This Exclusive Equity Interest Purchase Agreement (the “Agreement”) is entered into by and among the following parties effective as of November 14, 2007.

Put Agreement Execution Page]
Put Agreement • January 11th, 2008 • Sino-Global Shipping America, Ltd.
Execution Page for Escrow Agreement]
Sino-Global Shipping America, Ltd. • January 11th, 2008

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed in their respective names, all as of the date first above written.

Put Agreement Execution Page]
Put Agreement • January 11th, 2008 • Sino-Global Shipping America, Ltd.
EQUITY INTEREST PLEDGE AGREEMENT
Equity Interest Pledge Agreement • January 11th, 2008 • Sino-Global Shipping America, Ltd.

This Equity Interest Pledge Agreement (the “Agreement”) is entered into by and between the following Parties effective as of November 14, 2007.

Execution Page for Escrow Agreement]
Sino-Global Shipping America, Ltd. • January 11th, 2008

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed in their respective names, all as of the date first above written.

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