This Escrow Agreement is made and entered into as of the ____ day of _________, _____, by and
among ANDERSON & STRUDWICK, INCORPORATED, a Virginia corporation (the “Underwriter”),
SINO-GLOBAL SHIPPING AMERICA, LTD., a Virginia corporation (the “Company”) and SUNTRUST
BANK, N.A. (the “Escrow Agent”).
The Company proposes to sell a minimum of __________ ordinary shares and a maximum of
__________ ordinary shares (the “Shares”) of the Company at a price of $____ per share (the “Offering”).
The Company has retained the Underwriter, as agent for the Company on a best efforts,
minimum-maximum basis, to sell the Shares in the Offering, and the Underwriter has agreed to sell the shares in
the Offering as the Company’s agent on a best efforts minimum-maximum basis.
The Escrow Agent is willing to hold the proceeds of the Offering in escrow pursuant to this
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained in this Agreement, it is hereby agreed as follows:
Establishment of the Escrow Agent . Contemporaneously herewith, the parties have established
a non-interest-bearing account with the Escrow Agent, which escrow account is entitled “Sino-Global Shipping
America, Ltd. IPO Escrow Account” (the “Escrow Account”). The Underwriter will transfer funds directly to the
Escrow Agent as directed by its customers and will instruct other purchasers of the Shares to make checks
payable to “SunTrust Bank - Sino-Global Shipping America, Ltd. IPO Escrow Account.”
Escrow Period . The escrow period (the “Escrow Period”) shall begin with the commencement
of the Offering and shall terminate upon the earlier to occur of the following dates:
the date on which the Escrow Agent confirms that it has received in the Escrow
Account gross proceeds of $8,750,000 (the “Maximum”);
June 1, 2008;
the date on which the Underwriter and the Company notify the E