Unassociated Document


    
      EXHIBIT
        4.10

       

      LOCK-UP
        AGREEMENT

       

      THIS
        AGREEMENT (this “Agreement”)
        is
        dated as of October 3, 2007 by and between Victory Divide Mining Company,
        a
        Nevada corporation (the “Company”),
        and
        Winner State Investments Limited (“Shareholder”).

       

      WHEREAS,
        the Company intends to enter into a share exchange transaction with Shareholder
        whereby Shareholder will exchange all its equity interest in Faith Winner
        International Limited, a British Virgin Islands company and a wholly-owned
        subsidiary of 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 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 Series A Convertible Preferred Stock Purchase Agreement dated
        October 3, 2007 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 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 at any
        time from the period commencing on the Closing Date and expiring on the 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
        resale of the shares of Common Stock issuable upon conversion of the Preferred
        Shares issued pursuant to the Purchase Agreement (the “Period”),
        the
        Shareholder agrees that, during the twenty four (24) months immediately
        following the Period that such Shareholder shall not transfer more than one
        twelfth (1/12) of such Shareholder’s total holdings of Common Stock during any
        one (1) month. 

       

      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, if any, that may be declared in respect thereof.


      
        
           

        

        
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      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 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 service),
        (ii) if
        mailed certified or registered mail return receipt requested, two (2) business
        days after being mailed, (iii) if delivered by overnight courier (with all
        charges having been prepaid), on the business day of such delivery (as evidenced
        by the receipt of the overnight courier service of recognized standing),
        or (iv)
        if delivered by facsimile transmission, on the business day of such delivery
        if
        sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
        time,
        on the next succeeding business day (as evidenced by the printed confirmation
        of
        delivery generated by the sending party’s telecopier machine). If any notice,
        demand, consent, request, instruction or other communication cannot be delivered
        because of a changed address of which no notice was given (in accordance
        with
        this Section 4), or the refusal to accept same, the notice, demand, consent,
        request, instruction or other communication shall be deemed received on the
        second business day the notice is sent (as evidenced by a sworn affidavit
        of the
        sender). All such notices, demands, consents, requests, instructions and
        other
        communications will be sent to the following addresses or facsimile numbers
        as
        applicable.

        



      
        	
                If
                  to the Company: 

                 

                Victory
                  Divide Mining Company

                c/o
                  Heilongjiang Yanglin Soybean Group Co., Ltd

                No.
                  99 Fanrong Street,

                Jixian
                  Town, Heilongjiang, PRC

                 

                Attention:
                  Mr. Shulin Liu

                Tel:
                  011-86-469-4678077 

                Fax:
                  011-86-469-4693000 

                 

                with
                  copies (which copies shall not constitute notice to the Issuer)
                  to: 

                 

                Guzov
                  Ofsink, LLC

                600
                  Madison Avenue, 14th Floor

                New
                  York, New York 10022

                Attention:
                  Darren Ofsink

                Tel.
                  No.: (212) 371-8008, ext. 127

                Fax
                  No.: (212) 688-7273

                 

                and
                  to: 

                 

              


      


      
        
           

        

        
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                Loeb
                  & Loeb LLP

                345
                  Park Avenue

                New
                  York, NY 10154

                Attn:
                  Mitchell Nussbaum

                Facsimile:
                  212-407-4000 

                 

                If
                  to Shareholder, 

                 

                Winner
                  State Investments Limited

                PO
                  Box 957, Offshore Incorporations Center, 

                Road
                  Town, Tortola, British Virgin Islands

                 

                Attention:
                  Mr. Shulin Liu

                Tel:
                  011-86-469-4678077 

                Fax:
                  011-86-469-4693000 

              
	 


      

       

      or
        to
        such other address as any party may specify by notice given to the other
        party
        in accordance with this Section 4.

       

      5. Amendment.
        This
        Agreement may not be modified, amended, altered or supplemented, except by
        a
        written agreement executed by each of the parties hereto.

       

      6. Entire
        Agreement.
        This
        Agreement contains the entire understanding and agreement of the parties
        relating to the subject matter hereof and supersedes all prior and/or
        contemporaneous understandings and agreements of any kind and nature (whether
        written or oral) among the parties with respect to such subject matter, all
        of
        which are merged herein.

       

      7. Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York applicable to agreements made and to be performed in that
        state, without regard to any of its principles of conflicts of laws or other
        laws which would result in the application of the laws of another jurisdiction.
        This Agreement shall be construed and interpreted without regard to any
        presumption against the party causing this Agreement to be drafted.

       

      8. Waiver
        of Jury Trial.
        EACH OF
        THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES THE RIGHT TO A
        TRIAL
        BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
        AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES
        UNCONDITIONALLY AND IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF
        THE
        COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE FEDERAL
        DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK WITH RESPECT TO ANY
        SUIT,
        ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
        TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE PARTIES HEREBY UNCONDITIONALLY
        AND IRREVOCABLY WAIVES ANY OBJECTION TO VENUE IN NEW YORK COUNTY OR SUCH
        DISTRICT, AND AGREES THAT SERVICE OF ANY SUMMONS, COMPLAINT, NOTICE OR OTHER
        PROCESS RELATING TO SUCH SUIT, ACTION OR OTHER PROCEEDING MAY BE EFFECTED
        IN THE
        MANNER PROVIDED IN SECTION 4.


      
        
           

        

        
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      9. Severability.
        The
        parties agree that if any provision of this Agreement be held to be invalid,
        illegal or unenforceable in any jurisdiction, that holding shall be effective
        only to the extent of such invalidity, illegally or unenforceability without
        invalidating or rendering illegal or unenforceable the remaining provisions
        hereof, and any such invalidity, illegally or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction. It is the intent of the parties that this Agreement be
        fully
        enforced to the fullest extent permitted by applicable law.

       

      10. Binding
        Effect; Assignment.
        This
        Agreement and the rights and obligations hereunder may not be assigned by
        any
        party hereto without the prior written consent of the other parties hereby.
        This
        Agreement shall be binding upon and shall inure to the benefit of the parties
        hereto and their respective successors and permitted assigns.

       

      11. Headings.
        The
        section headings contained in this Agreement (including, without limitation,
        section headings and headings in the exhibits and schedules) are inserted
        for
        reference purposes only and shall not affect in any way the meaning,
        construction or interpretation of this Agreement. Any reference to the
        masculine, feminine, or neuter gender shall be a reference to such other
        gender
        as is appropriate. References to the singular shall include the plural and
        vice
        versa.

       

      12. Counterparts.
        This
        Agreement may be executed in two or more counterparts, and by the different
        parties hereto in separate counterparts, each of which when executed shall
        be
        deemed to be an original, and all of which, when taken together, shall
        constitute one and the same document. This Agreement shall become effective
        when
        one or more counterparts, taken together, shall have been executed and delivered
        by all of the parties.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
           

        

        
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      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        first
        written above herein.

       

      VICTORY
        DIVIDE MINING COMPANY

       

      By:
         /s/
        Shulin Liu 

      Name:
        Shulin Liu

      Title:
        Chief Executive Officer

       

      [SHAREHOLDER]

       

      WINNER
        STATE INVESTMENTS LIMITED

       

      By:
         /s/
        Shulin Liu   

      Name:
        Shulin Liu

      Title:
        Chief Executive Officer

       

      NUMBER
        OF
        SHARES SUBJECT TO

       

      LOCK
        UP:
18,200,000__


      
        
           

        

        
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