|
LOCK-UP AGREEMENT THIS AGREEMENT
(this “Agreement”) is dated as of August 28, 2008 by
and between Universal Travel Group, a Nevada corporation (the
“Company”), and Jiangping Jiang
(“Shareholder”). WHEREAS, the Company entered
into a Securities Purchase Agreement with the investors listed in
the Schedule of Buyers attached thereto (individually, a “
Buyer ” and collectively, the “
Buyers ”) whereby the Company will sell to
the Buyers an aggregate of 4,588,708 shares of the Company’s
common stock, par value $0.001 per share (“ Common
Stock ”), and warrants to acquire approximately
2,294,356 shares of Common Stock for a total aggregate purchase
price of approximately $7,112,500 in a private placement financing
transaction (the “ Financing Transaction
”). WHEREAS, Shareholder wishes to induce the Company
and the Buyers to enter into the Financing Transaction.
WHEREAS, in order to induce the Company and the Buyers to enter
into the Financing Transaction pursuant to the Securities Purchase
Agreement dated August 28, 2008 by and among the Company and the
Buyers (the “Securities Purchase Agreement”),
Shareholder has agreed not to sell any shares of the
Company’s Common Stock that Shareholder presently 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 Securities 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 Lock-Up Shares and shall not transfer such shares until a date
that is twelve (12) months following the Closing Date under the
Securities Purchase Agreement (the “Period”), unless
(i) the Buyers, who are holders of at least 75% of the shares of
Common Stock purchased under the Securities Purchase Agreement at
the time of the purported transfer within the Period, consent to
the same, such consent not to be unreasonably withheld, or (ii) all
or any part of such Lock-Up Shares are transferred pursuant to that
Make Good Securities Escrow Agreement of even date herewith entered
into between the Company, the Shareholder and the Buyers.
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 that may be declared in respect thereof, except regarding
any Lock-Up Shares transferred pursuant to the Make Good Securities
Escrow Agreement.
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 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 Securities 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 se
|
