Novel Gain Holdings Limited Road Town, Tortola, British Virgin Islands Date: October 24, 2011 Ladies and Gentlemen:Letter Agreement • October 26th, 2011 • China Advanced Construction Materials Group, Inc • Construction - special trade contractors • Delaware
This letter agreement (this “Agreement”), dated as of the date hereof, sets forth the irrevocable commitment of each of the undersigned (each, a “Rollover Holder” and collectively the “Rollover Holders”), subject to the terms and conditions contained herein, to transfer, contribute and deliver all of his shares of common stock, par value US$0.001 per share, of China Advanced Construction Materials Group, Inc., a Delaware corporation (the “Company” and its shares of common stock, “Company Common Stock”) to Novel Gain Holdings Limited, a British Virgin Islands company (“Parent”) in exchange for certain equity securities of Parent, or if agreed between Parent and such Rollover Holder, a certain amount in cash. It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among the Company, Mr. Xianfu Han, Mr. Weili He, Parent and CACMG Acquisitio
JOINT FILING AGREEMENTJoint Filing Agreement • October 26th, 2011 • China Advanced Construction Materials Group, Inc • Construction - special trade contractors
Pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, each of the undersigned hereby agrees that only one statement containing the information required by this Schedule 13D, and any further amendments to such Schedule 13D, need be filed with respect to the ownership by each of the undersigned of shares of stock of China Advanced Construction Materials Group, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
