ContractWarrant Agreement • June 13th, 2008 • China Advanced Construction Materials Group, Inc • Construction - special trade contractors • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
ContractWarrant Agreement • June 13th, 2008 • China Advanced Construction Materials Group, Inc • Construction - special trade contractors • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • June 13th, 2008 • China Advanced Construction Materials Group, Inc • Construction - special trade contractors • New York
This Escrow Agreement (the “Agreement”), dated as of June 11, 2008, is entered into by and among China Advanced Construction Materials Group, Inc., a Delaware corporation (the “Company”), the individual signatories hereto on Schedule A (each an “Investor” and collectively, the “Investors”), Professional Offshore Opportunity Fund, Ltd., as representative of the Investors (the “Investor Representative”), Xianfu Han and Weili He (collectively, the “Stockholders”) and American Stock Transfer & Trust Company (hereinafter referred to as the “Escrow Agent”). All capitalized terms used but not defined herein shall have the meanings assigned them in the Subscription Agreement, between the Company and each Investor in the Offering.
ESCROW AGREEMENTEscrow Agreement • June 13th, 2008 • China Advanced Construction Materials Group, Inc • Construction - special trade contractors • New York
This ESCROW AGREEMENT (this “Agreement”) made as of June 11, 2008 by and between China Advanced Construction Materials Group, Inc. (the “Issuer”), Professional Offshore Opportunity Fund, Ltd., as representative of the Investors (the “Investor Representative”), and Maxim Group LLC (the “Placement Agent”), 405 Lexington Avenue, New York, New York 10174, and Anslow + Jaclin, LLP, 195 Route 9 South, Suite 204, Manalapan, NJ 07726 (the “Escrow Agent”).
ESCROW AGREEMENTEscrow Agreement • June 13th, 2008 • China Advanced Construction Materials Group, Inc • Construction - special trade contractors • New York
This ESCROW AGREEMENT (this “Agreement”) made as of June 11, 2008 by and between China Advanced Construction Materials Group, Inc. (the “Issuer”) and Maxim Group LLC (the “Placement Agent”), whose addresses and other information appear on the Information Sheet (as defined herein) attached to this Agreement, and American Stock Transfer & Trust Company, 59 Maiden Lane, New York, NY 10038 (the “Escrow Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • June 13th, 2008 • China Advanced Construction Materials Group, Inc • Construction - special trade contractors • New York
THIS LOCK-UP AGREEMENT (“Agreement”) is made and entered into as of June 11, 2008, by and among China Advanced Construction Materials Group, Inc., a Delaware corporation (the “Company”), and the individuals listed on Schedule A attached hereto and made a part hereof (the “Stockholders”). (The Company and the Stockholders may sometimes be referred to herein singularly as a “party,” or collectively as, the “parties.”). Capitalized terms used herein have the respective meanings ascribed thereto in the Subscription Agreement (as defined below) unless otherwise defined herein.
