BUSINESS COMBINATION AGREEMENT among CAMBRIDGE CAPITAL ACQUISITION CORPORATION, CAMBRIDGE HOLDCO, INC., CAMBRIDGE MERGER SUB, INC., PARAKOU TANKERS, INC., and POR LIU Dated as of December 1, 2014Business Combination Agreement • December 2nd, 2014 • Cambridge Capital Acquisition Corp • Blank checks • New York
THIS BUSINESS COMBINATION AGREEMENT, dated as of December 1, 2014, by and among Cambridge Capital Acquisition Corporation, a Delaware corporation (“Parent”), Cambridge Holdco, Inc., a Marshall Islands corporation and wholly-owned subsidiary of Parent (“Holdco”), Cambridge Merger Sub, Inc., a Marshall Islands corporation and a wholly-owned subsidiary of Holdco (“Merger Sub”), Parakou Tankers, Inc., a Marshall Islands corporation (the “Company”), and Por Liu, a natural person, solely for the limited purposes of Section 2.08, Section 2.12, Section 2.13, Section 6.20, Section 6.22, Section 6.23 and Article VIII and Article X of this Agreement (the “Shareholder”). The term “Agreement” means this Business Combination Agreement, as the same may be amended from time to time, and all schedules hereto (including the Parent Disclosure Schedule and Company Disclosure Schedule, each as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 2nd, 2014 • Cambridge Capital Acquisition Corp • Blank checks • New York
In connection with the Business Combination Agreement (the “Merger Agreement”), dated as of December 1, 2014, by and among Cambridge Capital Acquisition Corporation (“Cambridge”), Cambridge Holdco, Inc. (“Holdco”), Cambridge Merger Sub, Inc., Parakou Tankers, Inc. (“Company”) and Mr. Por Liu, to induce the parties to consummate the transactions contemplated by the Merger Agreement, the undersigned agrees not to, either directly or indirectly, during the “Restricted Period” (as hereinafter defined):
