Exhibit 10.4


STOCK ESCROW AGREEMENT


STOCK ESCROW AGREEMENT,
dated as of              , 2007 (“Agreement”),
by and among Lumax Acquisition Corp., a Delaware corporation (the “Company”),
Hartman Investments, LLC and David S. Montoya (collectively “Initial Stockholders”)
and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow
Agent”).


WHEREAS, the Company
has entered into an Underwriting Agreement, dated
           , 2007 (“Underwriting
Agreement”) with Capital Growth Financial, LLC acting as the representative
of the underwriters (the “Underwriters”), pursuant to which, among other
matters, the Underwriters have agreed to purchase 3,333,333 units (“Units”)
of the Company.  Each Unit consists of
one share of the Company’s Common Stock, par value $0.0001 per share, and two
Warrants, each Warrant to purchase one share of Common Stock, all as more fully
described in the Company’s Registration Statement, No. 333-          on Form S-1 under the Securities Act
of 1933, as amended (“Registration Statement”), declared effective
on           , 2007 (“Effective Date”).


WHEREAS, the Initial
Stockholders have agreed as a condition of the sale of the Units to deposit
their shares of Common Stock of the Company, as set forth opposite their
respective names in Exhibit A attached hereto (collectively “Escrow Shares”),
in escrow as hereinafter provided.


WHEREAS, the Company
and the Initial Stockholders desire that the Escrow Agent accept the Escrow
Shares, in escrow, to be held and disbursed as hereinafter provided.


IT IS AGREED:


1.             Appointment of Escrow Agent.  The Company and the Initial Stockholders
hereby appoint the Escrow Agent to act in accordance with and subject to the
terms of this Agreement and the Escrow Agent hereby accepts such appointment
and agrees to act in accordance with and subject to such terms.


2.             Deposit of Escrow Shares.  On or before the Effective Date, each of the
Initial Stockholders shall deliver to the Escrow Agent certificates
representing his respective Escrow Shares, to be held and disbursed subject to
the terms and conditions of this Agreement. 
Each Initial Stockholder acknowledges that the certificate representing
his Escrow Shares is legended to reflect the deposit of such Escrow Shares
under this Agreement.


3.             Disbursement of the Escrow
Shares.  The Escrow Agent shall hold
the Escrow Shares until the first anniversary of the date of the consummation
of an initial business combination (“Escrow Period”), on which date it
shall automatically disburse each of the Initial Stockholder’s Escrow Shares to
such Initial Stockholder; provided, however, that if the Escrow Agent is
notified by the Company pursuant to Section 6.7 hereof that the Company is
being liquidated at any time during the Escrow Period, then the Escrow Agent
shall promptly destroy the certificates representing the Escrow Shares; and
provided further, that if, after the Company 













consummates an initial business combination, it (or the surviving
entity) subsequently consummates a liquidation, merger, stock exchange or other
similar transaction which results in all of the stockholders of such entity
having the right to exchange their shares of Common Stock for cash, securities
or other property, then the Escrow Agent will, upon receipt of a certificate
executed by the Chief Executive Officer, President or Chief Financial Officer
of the Company in form reasonably acceptable to the Escrow Agent, that such
transaction is then being consummated, release the Escrow Shares to the Initial
Stockholders upon consummation of the transaction so that they can similarly
participate.  The Escrow Agent shall have
no further duties hereunder after the disbursement or destruction of the Escrow
Shares in accordance with this Section 3.


4.             Rights of
Initial Stockholders in Escrow Shares.


4.1           Voting Rights as a Stockholder.  Subject to the terms of the Insider Letter
described in Section 4.4 hereof and except as herein provided, the Initial
Stockholders shall retain all of their rights as stockholders of the Company
during the Escrow Period, including, without limitation, the right to vote such
shares.


4.2           Dividends and Other Distributions
in Respect of the Escrow Shares. 
During the Escrow Period, all dividends payable in cash with respect to
the Escrow Shares shall be paid to the Initial Stockholders, but all dividends
payable in stock or other non-cash property (“Non-Cash Dividends”) shall
be delivered to the Escrow Agent to hold in accordance with the terms
hereof.  As used herein, the term “Escrow
Shares” shall be deemed to include the Non-Cash Dividends distributed
thereon, if any.


4.3           Restrictions on Transfer.  During the Escrow Period, no sale, transfer
or other disposition may be made of any or all of the Escrow Shares except (i)
by gift to a member or members of any Initial Stockholder’s immediate family or
to a trust or other entity, the beneficiaries or owners of which are Initial
Stockholders or a member or members of an Initial Stockholder’s immediate
family, (ii) by virtue of the laws of descent and distribution upon death of
any Initial Stockholder or (iii) pursuant to a qualified domestic relations
order; provided, however, that such permissive transfers may be implemented
only upon the respective transferee’s written agreement to be bound by the
terms and conditions of this Agreement and of the Insider Letter (as defined
below) signed by the Initial Stockholder transferring the Escrow Shares.  During the Escrow Period, the Initial
Stockholders shall not pledge or grant a security interest in the Escrow Shares
or grant a security interest in their rights under this Agreement.


4.4           Insider Letters.  Each of the Initial Stockholders has executed
a letter agreement with the Company, dated as indicated on Exhibit A hereto,
and which is filed as an exhibit to the Registration Statement (“Insider
Letter”), respecting the rights and obligations of such Initial Stockholder
in certain events, including but not limited to the liquidation of the Company.


5.             Concerning the
Escrow Agent.


5.1           Good Faith Reliance.  The Escrow Agent shall not be liable for any
action taken or omitted by it in good faith and in the exercise of its own best
judgment, and may rely 



 2
 









conclusively and shall be protected in acting upon any order, notice,
demand, certificate, opinion or advice of counsel (including counsel chosen by
the Escrow Agent), statement, instrument, report or other paper or document
(not only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Escrow Agent to be genuine and to
be signed or presented by the proper person or persons.  The Escrow Agent shall not be bound by any
notice or demand, or any waiver, modification, termination or rescission of
this Agreement unless evidenced by a writing delivered to the Escrow Agent
signed by the proper party or parties and, if the duties or rights of the
Escrow Agent are affected, unless it shall have given its prior written consent
thereto.


5.2           Indemnification.  The Escrow Agent shall be indemnified and
held harmless by the Company from and against any expenses, including counsel
fees and disbursements, or loss suffered by the Escrow Agent in connection with
any action, suit or other proceeding involving any claim which in any way, directly
or indirectly, arises out of or relates to this Agreement, the services of the
Escrow Agent hereunder or the Escrow Shares held by it hereunder, other than
expenses or losses arising from the breach of any provision of this Agreement
or gross negligence or willful misconduct of the Escrow Agent.  Promptly after the receipt by the Escrow
Agent of notice of any demand or claim or the commencement of any action, suit
or proceeding, the Escrow Agent shall notify the other parties hereto in
writing.  In the event of the receipt of
such notice, the Escrow Agent, in its sole discretion, may commence an action
in the nature of interpleader in an appropriate court to determine ownership or
disposition of the Escrow Shares or it may deposit the Escrow Shares with the
clerk of any appropriate court or it may retain the Escrow Shares pending
receipt of a final, non-appealable order of a court having jurisdiction over
all of the parties hereto directing to whom and under what circumstances the
Escrow Shares are to be disbursed and delivered.  The provisions of this Section 5.2 shall
survive in the event the Escrow Agent resigns or is discharged pursuant to
Sections 5.5 or 5.6 below.


5.3           Compensation.  The Escrow Agent shall be entitled to
reasonable compensation from the Company for all services rendered by it
hereunder.  The Escrow Agent shall also
be entitled to reimbursement from the Company for all expenses paid or incurred
by it in the administration of its duties hereunder including, but not limited
to, all counsel’s, advisors’ and agents’ fees and disbursements and all taxes
or other governmental charges.


5.4           Further Assurances.  From time to time on and after the date
hereof, the Company and the Initial Stockholders shall deliver or cause to be
delivered to the Escrow Agent such further documents and instruments and shall
do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this
Agreement, to evidence compliance herewith or to assure itself that it is
protected in acting hereunder.


5.5           Resignation.  The Escrow Agent may resign at any time and
be discharged from its duties as escrow agent hereunder by its giving the other
parties hereto written notice and such resignation shall become effective as
hereinafter provided.  Such resignation
shall become effective at such time that the Escrow Agent shall turn over to a
successor escrow agent appointed by the Company, the Escrow Shares held
hereunder.  If no new escrow agent is so 



 3
 









appointed within the 60 day period following the giving of such notice
of resignation, the Escrow Agent may deposit the Escrow Shares with any court
it reasonably deems appropriate.


5.6           Discharge of Escrow Agent.  The Escrow Agent shall resign and be
discharged from its duties as escrow agent hereunder if so requested in writing
at any time by the other parties hereto, jointly, provided, however, that such
resignation shall become effective only upon acceptance of appointment by a
successor escrow agent as provided in Section 5.5.


5.7           Liability.  Notwithstanding anything herein to the
contrary, the Escrow Agent shall not be relieved from liability hereunder
resulting from the breach of any provision of this Agreement or its own gross
negligence or its own willful misconduct.


6.             Miscellaneous.


6.1           Governing Law.  This Agreement shall for all purposes be
deemed to be made under and shall be construed in accordance with the laws of
the State of New York.


6.2           Entire Agreement.  This Agreement contains the entire agreement
of the parties hereto with respect to the subject matter hereof and, except as
expressly provided herein, may not be changed or modified except by an
instrument in writing signed by the party to be affected by such change or
modification.


6.3           Headings.  The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation thereof.


6.4           Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the respective parties hereto and their legal
representatives, successors and assigns.


6.5           Notices.  Any notice or other communication required or
which may be given hereunder shall be in writing and either be delivered
personally or be mailed, certified or registered mail, or by private national
courier service, return receipt requested, postage prepaid, and shall be deemed
given when so delivered personally or, if mailed, two days after the date of
mailing, as follows:


If to the Company, to:


Lumax Acquisition Corp.

509 Madison Avenue, Suite 1510

New York, New York 10022

Attn: Scott W. Hartman, Chief Executive Officer

Tel: (212) 774-3655

Fax: (646) 278-0813



 4
 









 


With a copy to:


Pillsbury Winthrop Shaw
Pittman LLP

1540 Broadway

New York, New York 10036

Attn: Ronald A.  Fleming, Jr., Esq.

Tel: (212) 858-1000

Fax: (212) 298-9931


If to a Stockholder, to
his address set forth in Exhibit A.


If to the Escrow Agent,
to:


Continental Stock
Transfer & Trust Company

17 Battery Place

New York, NY 10004

Attn: Steven G. Nelson

Tel: (212) 845-3200

Fax: (212) 509-5150


The parties may change
the persons and addresses to which the notices or other communications are to
be sent by giving written notice to any such change in the manner provided
herein for giving notice.


6.6           Liquidation of Company.  The Company shall give the Escrow Agent
written notification of the liquidation and dissolution of the Company in the
event that the Company fails to consummate an initial business combination
within the time period(s) specified in the Registration Statement.


[Remainder of Page Intentionally Left Blank]


 



 5














 


WITNESS the execution
of this Agreement as of the date first above written.


	
  

  	
  LUMAX ACQUISITION
  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  INITIAL STOCKHOLDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Hartman Investments,
  LLC

  
	
   

  	
  By:

  	
  Scott W. Hartman,
  Sole Member and Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  David S. Montoya

  
	
   

  	
   

  	
   

  
	
   

  	
  CONTINENTAL STOCK
  TRANSFER & TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


 


 


[Signature Page to Stock Escrow Agreement]


 















 


EXHIBIT A


	
  Names and Addresses of Initial Stockholders

  	
   

  	
  Number

  of Shares

  	
   

  	
  Stock

  Certificate

  Number

  	
   

  	
  Date of

  Insider

  Letter

  	
   

  
	
  Hartman Investments, LLC

  c/o Scott W. Hartman

  Lumax Acquisition Corp.

  509 Madison Avenue, Suite 1510

  New York, New York 10022

  	
   

  	
  416,667

  	
   

  	
  3

  	
   

  	
           ,
  2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  David
  S. Montoya

  c/o Lumax Acquisition Corp.

  509 Madison Avenue, Suite 1510

  New York, New York 10022

  	
   

  	
  416,667

  	
   

  	
  4

  	
   

  	
           ,
  2007