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LOCK-UP AGREEMENT
THIS
AGREEMENT (this “
Agreement ”)
is dated as of April 14, 2008 by and between Aamaxan Transport
Group, Inc., a Delaware corporation (the “
Company ”),
and Kamick Assets Limited, a company incorporated under the laws of
the British Virgin Islands (“
Shareholder ”).
WHEREAS,
the Company intends to enter into a share exchange transaction
with Shareholder whereby Shareholder will exchange all its
equity interest in Asia Business Management Group Limited, a
British Virgin Islands company which is wholly owned by
Shareholder, 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,
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 ”),
Shareholder has agreed not to sell any shares of the
Company’s Common Stock that Shareholder presently owns, 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 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 shares of
Common Stock owned by such Shareholder 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, Shareholder 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 Shareholder 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
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