f8k032910ex10viii_exp4.htm


    
      EXHIBIT 10.8

       

      LOCKUP
AGREEMENT

      


      This AGREEMENT (the “Agreement”) is
made as of the date set forth on the signature page of this Agreement by
________ (“Holder”) in connection with the ownership of shares of Expedite
4, Inc., a Nevada corporation (the “Company”). Capital terms used and not
otherwise defined herein shall have the respective meanings set for in the
Private Placement Memorandum of the Company, dated as of February 1, 2010, and
its attachments thereto (the “Memorandum”).

      


      NOW THEREFORE, for good and valuable
consideration, the sufficiency and receipt of which consideration are hereby
acknowledged, Holder agrees as follows:

      


      1.           Background.

      


      a.           The
Company is offering to certain investors (the “Investors”), on a “best efforts”
basis, investment units (“Units”), each Unit consisting of (i) two (2) shares of
the Company’s common stock, par value $0.001 per share (the “Common Stock”) and
(ii) warrants to purchase one (1) share of the Company’s Common Stock at an
exercise price of $5.50 per share (the “Warrants” and collectively with the
Common Stock, the “Securities”), for aggregate gross proceeds of a minimum of
$5,000,000 and up to a maximum of $10,000,000 (the “Offering”), in reliance upon
an exemption from securities registration afforded by the provisions of Section
4(2), Section 4(6), Regulation D and/or Regulation S as promulgated by the
United States Securities and Exchange Commission  under the Securities
Act of 1933, as amended;

       

      b.           Holder
is the beneficial owner of the amount of Common Stock of the Company designated
on the signature page hereto.

      


      c.           As
a condition to the Offering and as an inducement to the Investors to enter into
a subscription agreement dated March 29, 2010 (the “Subscription Agreement”),
Holder understands that the Investors have required, and the Company has agreed
to obtain on behalf of the Investor an agreement from the Holder to refrain from
selling any of the Lockup Shares, as defined below, for a period of eighteen
(18) months from the Closing of the Offering (“Restricted Period”).

      


      2.           Sale
Restriction.

      


      a.           Holder
hereby agrees that during the Restriction Period, the Holder will not offer,
pledge, sell, contract to sell, sell any option or contract to purchase, lend,
transfer or otherwise dispose of any Common Stock or any options, warrants or
other rights to purchase Common Stock or any other security of the Company which
Holder owns or has a right to acquire as of the date hereof (collectively, the
“Lockup Shares”), other than in connection with an offer made to all
shareholders of the Company in connection with merger, consolidation or similar
transaction involving the Company.  Holder further agrees that the
Company is authorized to and the Company agrees to place “stop orders” on its
books to prevent any transfer of the Lockup Shares held by Holder in violation
of this Agreement.  The Company agrees not to allow to occur any
transaction inconsistent with this Agreement.

      


      b.           Any
subsequent issuance to and/or acquisition by Holder of Common Stock or options
or instruments convertible into Common Stock will be subject to the provisions
of this Agreement.

      


      c.           Notwithstanding
the foregoing restrictions on transfer, the Holder may, at any time and from
time to time during the Restriction Period, transfer the Common Stock (i) as
bona fide gifts or transfers by will or intestacy, (ii) to any trust for the
direct or indirect benefit of the undersigned or the immediate family of the
Holder, provided that any such transfer shall not involve a disposition for
value, (iii) to a partnership which is the general partner of a 

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      partnership
of which the Holder is a general partner, provided, that, in the case of any
gift or transfer described in clauses (i), (ii) or (iii), each donee or
transferee agrees in writing to be bound by the terms and conditions contained
herein in the same manner as such terms and conditions apply to the undersigned.
For purposes hereof, “immediate family” means any relationship by blood,
marriage or adoption, not more remote than first cousin.

      


      3.           Miscellaneous.

      


      a.           At
any time, and from time to time, after the signing of this Agreement Holder will
execute such additional instruments and take such action as may be reasonably
requested by the Investor to carry out the intent and purposes of this
Agreement.

      


      b.           This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware without regard to principles of conflicts of
laws.  Any action brought by either party against the other concerning
the transactions contemplated by this Agreement shall be brought only in the
state courts of New York or in the federal courts located in the state of New
York.  The parties to this Agreement hereby irrevocably waive any
objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon
forum non
conveniens.  The parties executing this Agreement
and other agreements referred to herein or delivered in connection herewith
agree to submit to the in personam jurisdiction of such courts and hereby
irrevocably waive trial by jury.  The prevailing party shall be
entitled to recover from the other party its reasonable attorney’s fees and
costs.  In the event that any provision of this Agreement or any other
agreement delivered in connection herewith is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law.  Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any
agreement.  Notices hereunder shall be given in the same manner as set
forth in the Subscription Agreement.  Each party hereby irrevocably
waives personal service of process and consents to process being served in any
suit, action or proceeding in connection with this Agreement or any other
Offering Documents by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any other manner permitted by
law.  Holder irrevocably appoints the Company its true and lawful
agent for service of process upon whom all processes of law and notices may be
served and given in the manner described above; and such service and notice
shall be deemed valid personal service and notice upon Holder with the same
force and validity as if served upon Holder.

      


      c.           The
restrictions on transfer described in this Agreement are in addition to and
cumulative with any other restrictions on transfer otherwise agreed to by the
Holder or to which the Holder is subject to by applicable law.

      


      d.           This
Agreement shall be binding upon Holder, its legal representatives, successors
and assigns.

      


      e.           This
Agreement may be signed and delivered by facsimile signature and delivered
electronically.

      


      f. The
Company agrees not to take any action or allow any act to be taken which would
be inconsistent with this Agreement.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

       

      g. The
Holder acknowledges that this Lockup Agreement is being entered into for the
benefit of the Investors identified in the Subscription Agreement and may be
enforced by the Investors and may not be amended without the consent of the
Investors, which may be withheld for any reason.

      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      IN
WITNESS WHEREOF, and intending to be legally bound hereby, Holder has executed
this Agreement as of the day and year first above written.

      


      
         

        
          	 	HOLDER:	 
	 	 	 
	 	/s/ Xin Zhao	 
	 	(Signature of
      Holder)	 
	 	 	 
	 	Xin
      Zhao    	 
	 	(Print Name of
      Holder)	 
	 	 	 
	 	0	 
	 	Amount of Common
      Stock Beneficially Owned	 
	 	 	 


        

      

      

        
          	 	COMPANY:	 
	 	EXPEDITE
      4, INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Luping
      Pan	 
	 	 	Name: Luping
      Pan	 
	 	 	Title: Chief
      Executive Officer	 
	 	 	 	 


        

      

      


       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      IN
WITNESS WHEREOF, and intending to be legally bound hereby, Holder has executed
this Agreement as of the day and year first above written.

      


      
         

        
          	 	HOLDER:	 
	 	 	 
	 	/s/ Shu
    Kaneko	 
	 	(Signature of
      Holder)	 
	 	 	 
	 	Shu Kaneko	 
	 	(Print Name of
      Holder)	 
	 	 	 
	 	0	 
	 	Amount of Common
      Stock Beneficially Owned	 


        

         

      

       

      
        
          	 	COMPANY: 

                  EXPEDITE
      4, INC.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Luping
      Pan	 
	 	 	Name: Luping
      Pan	 
	 	 	Title: Chief
      Executive Officer	 
	 	 	 	 


        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      IN
WITNESS WHEREOF, and intending to be legally bound hereby, Holder has executed
this Agreement as of the day and year first above written.

      


      
         

        
          	 	HOLDER:	 
	 	 	 
	 	/s/ Dengfu Xu	 
	 	(Signature of
      Holder)	 
	 	 	 
	 	Dengfu Xu 	 
	 	(Print Name of
      Holder)	 
	 	 	 
	 	0	 
	 	Amount of Common
      Stock Beneficially Owned	 


        

         

      

      
        
          	 	COMPANY:	 
	 	EXPEDITE
      4, INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Luping
      Pan	 
	 	 	Name: Luping
      Pan	 
	 	 	Title: Chief
      Executive Officer	 
	 	 	 	 


        

      

      
 

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      IN
WITNESS WHEREOF, and intending to be legally bound hereby, Holder has executed
this Agreement as of the day and year first above written.

       

       

      
        	 	HOLDER:	 
	 	 	 
	 	/s/ Luping
    Pan	 
	 	(Signature of
      Holder)	 
	 	 	 
	 	Luping
      Pan 	 
	 	(Print Name of
      Holder)	 
	 	 	 
	 	0	 
	 	Amount of Common
      Stock Beneficially Owned	 


      

       

       

      
        
          	 	COMPANY:	 
	 	EXPEDITE
      4, INC	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Luping
      Pan	 
	 	 	Name: Luping
      Pan	 
	 	 	Title: Chief
      Executive Officer	 
	 	 	 	 


        

      

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      IN
WITNESS WHEREOF, and intending to be legally bound hereby, Holder has executed
this Agreement as of the day and year first above written.

       

       

      
        	 	HOLDER:	 
	 	 	 
	 	/s/ Liqiang
      Song	 
	 	(Signature of
      Holder)	 
	 	 	 
	 	Liqiang
      Song 	 
	 	(Print Name of
      Holder)	 
	 	 	 
	 	5,061,220	 
	 	Amount of Common
      Stock Beneficially Owned	 


      

       

       

      
        
          	 	COMPANY:	 
	 	EXPEDITE
      4, INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Luping
      Pan	 
	 	 	Name: Luping
      Pan	 
	 	 	Title: Chief
      Executive Officer