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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
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