WAIVER AGREEMENT
THIS WAIVER AGREEMENT
(this “Agreement”
) dated as of 20 th July, 2009, by and Universal Travel
Group, a Nevada corporation, with headquarters located at Shennan
Road, Hualian Center, Room 301-309, Shenzhen, the People’s
Republic of China (the “ Company ”), and the
investors listed on the Schedule of Buyers in the Securities
Purchase Agreement (each, a “ Buyer ” and
collectively, the “ Buyers ”).
BACKGROUND
A.
In connection with the Securities Purchase Agreement by and among
the parties hereto of August 28, 2008 (the “ Securities
Purchase Agreement ”), the Company has agreed, upon the
terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to each Buyer (i) shares (the “
Common Shares ”) of the Company's common stock, par
value $0.001 per share (the “ Common Stock ”),
and (ii) warrants (the “ Warrants ”) which will
be exercisable to purchase shares of Common Stock (as exercised,
the “ Warrant Shares ”) in accordance with the
terms of the Warrants.
B.
In accordance with the terms of the Securities Purchase Agreement,
the Company had agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute
(collectively, the “ 1933 Act ”), and applicable
state securities laws and pursuant thereto had entered into a
Registration Rights Agreement on August 28, 2008 (the “
Registration Rights Agreement ”).
C.
In consultation with the Buyers, the Company did not file the
registration statement on Form S-1to register the Registrable
Securities pursuant to Section 2 of the Registration Statement and
in connection therewith, the Company has asked the Buyers and
Buyers are agreeable to waiving their rights to any
damages that may or have accrued to the Buyers as a result of such
non-registration as of the date hereof.
NOW, THEREFORE , in consideration of the
premises, the parties hereto agree as
follows:
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Definitions . Unless other wise defined, all the
terms used herein shall have the same meaning as in the Securities
Purchase Agreement and the Registration Rights
Agreement.
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Waiver . Subject to the terms and
conditions hereof, the Buyers hereby, irrevocably and
unconditionally agree with the Company to waive their rights to any
damages and liabilities arising out of the non-registration of the
Registrable Securities pursuant to the Registration Rights
Agreement, in particular to Section 2 of the said agreement as of
the date hereof. The foregoing waiver is not and shall not be
construed as an amendment, waiver or modification of the
Registration Rights Agreement except as expressly provided
herein.
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No Waiver; Other Defaults
. Nothing
contained in this
Waiver Agreement shall be
construed or interpreted or is
intended as a waiver of or limitation on
any other
rights, powers, privileges or
remedies that the Buyers have or may have under
the Registration Rights Agreement.
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