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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 ”),
Mr. Shao Ganghua (the “
Holder ”)
and Mr. Chen Zhong (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
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