Explanation of Responses ------------------------ Name: Citadel Equity Fund Ltd. Address: c/o Citadel Investment Group, L.L.C. 131 S. Dearborn Street, 32nd Floor Chicago, Illinois 60603 Issuer and Ticker Symbol: Harbin Electric, Inc. HRBN Date of...Purchase Agreement • September 11th, 2006 • Citadel L P • Motors & generators
Citadel Equity Fund Ltd. entered into a purchase agreement, dated August 29, 2006 (the "Purchase Agreement") with the Issuer, Advanced Electric Motors, Inc., a wholly owned subsidiary of the Issuer, and Merrill Lynch International, pursuant to which Citadel Equity Fund Ltd. purchased, among other things, (i) six-year warrants to purchase an aggregate of 2,192,308 shares of common stock of Issuer and (ii) six-year warrants to purchase an aggregate of 525,830 shares of common stock of Issuer. Citadel Limited Partnership is the trading manager of Citadel Equity Fund Ltd. and consequently has voting control and investment discretion over securities held by Citadel Equity Fund Ltd., and may be deemed to indirectly control Citadel Equity Fund Ltd. Citadel Investment Group (Hong Kong) Limited provides investment advisory services to Citadel Limited Partnership with respect to Hong Kong-based investment activities. Each of the other persons jointly filing this Form 3 may be deemed to indirectl
UNDERWRITING AGREEMENTUnderwriting Agreement • April 30th, 2010 • Citadel L P • Savings institution, federally chartered • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of E*TRADE Financial Corporation, a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Sandler O’Neill & Partners, L.P. and Citadel Securities LLC are acting as representatives (the “Representatives”), with respect to the sale by the Selling Stockholders, subject to the terms and conditions described below (this “Agreement”), of an aggregate of 172,000,000 shares (the “Underwritten Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company and, at the option of the Underwriters, up to an additional 25,800,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.
E*TRADE FINANCIAL CORPORATION 27,394,448 Shares of Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2013 • Citadel L P • Savings institution, federally chartered • New York
Citadel Equity Fund Ltd., a stockholder (the “Selling Stockholder”) of E*TRADE Financial Corporation, a Delaware corporation (the “Company”), proposes to sell to Citigroup Global Markets Inc. (the “Underwriter”) 27,394,448 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”) subject to the terms and conditions described below (this “Agreement”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 12th, 2008 • Citadel L P • Drawing & insulating of nonferrous wire • New York
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 4, 2008, by and among (i) (a) Fushi International, Inc., a Nevada corporation (the “Company”), Fushi Holdings, Inc., a Delaware corporation (“FHI”), Dalian Fushi Bimetallic Manufacturing Company Limited, a limited liability company organized and existing under the laws of the PRC (“Dalian Fushi”), Fushi International (Dalian) Bimetallic Cable Co., Ltd., a wholly foreign-owned limited liability company organized and existing under the laws of the PRC (the “WFOE”, and, together with the Company, FHI and Dalian Fushi, the “Group Companies”); (b) Mr. Fu Li (the “Controlling Shareholder”), a resident of Dalian, Liaoning Province in the People’s Republic of China (the “PRC”); and (c) Mr. Fu Li and Mr. Chris Wang Wenbing, a resident of Dalian, Liaoning Province in the PRC (together with Mr. Fu Li, the “Senior Management”) and (ii) Citadel Equity Fund Ltd. (“Citadel”). Capitalized terms u
E*TRADE Financial Corporation New York, NY 10022Master Investment and Securities Purchase Agreement • April 1st, 2008 • Citadel L P • Savings institution, federally chartered • New York
Reference is made to the Master Investment and Securities Purchase Agreement, dated as of November 29, 2007 and as amended by that certain letter agreement dated December 12, 2007 and that certain letter agreement dated January 18, 2008 (the “January Amendment”) (as so amended, the “Agreement”), by and between Wingate Capital Ltd. (“Purchaser”), and E*TRADE Financial Corporation (the “Company”). The Purchaser and the Company desire to further amend the Agreement as set forth in this letter agreement. Capitalized terms used in this letter agreement but not defined herein shall have the meanings given to such terms in the Agreement.
Goldman, Sachs & Co.Underwriting Agreement • February 28th, 2011 • Citadel L P • Savings institution, federally chartered
JOINT FILING AGREEMENTJoint Filing Agreement • December 17th, 2007 • Citadel L P • Savings institution, federally chartered
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
NON-COMPETITION COVENANT AND AGREEMENTNon-Competition Agreement • February 26th, 2007 • Citadel L P • Services-management services • New York
THIS NON-COMPETITION COVENANT AND AGREEMENT (this “Agreement”) is made and entered into as of February 16, 2007, by and among Mr. Tu Guo Shen (PRC ID No. 360102196509275814), an individual residing in the People’s Republic of China (“PRC”) (the “Executive”), and Citadel Equity Fund Ltd. (the “Purchaser”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 22nd, 2008 • Citadel L P • Steel pipe & tubes
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
FIRST AMENDMENT TO REBUTTAL AGREEMENTRebuttal Agreement • August 31st, 2009 • Citadel L P • Savings institution, federally chartered
This First Amendment to Rebuttal Agreement (this “Amendment”) is made and entered into as of this 21st day of August, 2009, by and among The Office of Thrift Supervision (“OTS”), Citadel Investment Group, L.L.C., a Delaware limited liability company (“Citadel”), and those certain Citadel affiliates a party hereto (together with Citadel, the “Rebuttal Parties”).
Joint Filing AgreementJoint Filing Agreement • February 26th, 2007 • Citadel L P • Services-management services
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
Citadel Equity Fund Ltd. c/o Citadel Investment Group (Hong Kong) Limited Charter House, 18th FloorEquity Registration Rights Agreement • September 11th, 2006 • Citadel L P • Motors & generators • New York
E*TRADE FINANCIAL CORPORATION 27,500,000 Shares of Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2011 • Citadel L P • Savings institution, federally chartered • New York
Citadel Equity Fund Ltd., a stockholder (the “Selling Stockholder”) of E*TRADE Financial Corporation, a Delaware corporation (the “Company”), proposes to sell to Morgan Stanley & Co. Incorporated (the “Underwriter”) 27,500,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”) subject to the terms and conditions described below (this “Agreement”).
PARTIAL TERMINATION AND AMENDMENT AGREEMENTPartial Termination and Amendment Agreement • June 10th, 2009 • Citadel L P • Savings institution, federally chartered • New York
Form of Lock-up Agreement]Lock-Up Agreement • March 15th, 2013 • Citadel L P • Savings institution, federally chartered • New York
Each of the undersigned understands that you propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with E*TRADE Financial Corporation, a Delaware corporation (the “Company”) and the Selling Stockholder, providing for the public offering (the “Public Offering”) by you of Common Stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 8th, 2008 • Citadel L P • Blank checks
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
Joint Filing AgreementJoint Filing Agreement • January 26th, 2007 • Citadel L P • Radio broadcasting stations
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
April 10, 2007 NBC Universal, Inc.Letter of Intent • April 10th, 2007 • Citadel L P • Radio broadcasting stations
Joint Filing AgreementJoint Filing Agreement • July 19th, 2007 • Citadel L P • Periodicals: publishing or publishing & printing
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
SUPPLEMENTAL INDENTURESupplemental Indenture • March 29th, 2007 • Citadel L P • Services-management services • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 29, 2006, is entered into by and among (i) China Security & Surveillance Technology, Inc., a Delaware corporation (the “Company”), (ii) each of the guarantors set forth in Annex A hereto (the “Guarantors”), and (iii) The Bank of New York, as trustee (the “Trustee”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Indenture (as defined below).
AMENDMENT NO. 1 TO EXCHANGE AGREEMENTExchange Agreement • June 22nd, 2009 • Citadel L P • Savings institution, federally chartered • New York
This AMENDMENT NO. 1, dated as of June 22, 2009 (this “Amendment”), between E*TRADE Financial Corporation, a Delaware corporation (the “Company”), and Citadel Equity Fund Ltd., a Cayman Islands company (together with any of its permitted assignees pursuant to the Exchange Agreement, “CEFL”) amends that certain Exchange Agreement, dated as of June 17, 2009 (the “Exchange Agreement”), between the Company and CEFL.
SUPPLEMENTAL INDENTURESupplemental Indenture • December 8th, 2008 • Citadel L P • Blank checks • New York
THIS SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of May 17, 2007, is entered into by and between China Shen Zhou Mining & Resources, Inc., a Nevada corporation (the "Company") and The Bank of New York, as trustee (the "Trustee"). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Indenture (as defined below).
SHARE PLEDGE AGREEMENTShare Pledge Agreement • December 8th, 2008 • Citadel L P • Blank checks • New York
This SHARE PLEDGE AGREEMENT (this "Agreement") dated as of December 27, 2006, among (1) Ms. Yu Xiao Jing and Mr. Xu Xue Ming, each being individuals resident in the People's Republic of China (each a "Pledgor" and together the "Pledgors"), (2) The Bank of New York, a New York banking corporation, in its capacity as the collateral agent (the "Collateral Agent") for the benefit of the Secured Parties (as defined below) and (3) for the limited purposes set forth herein, Citadel Equity Fund Ltd. ("Citadel").
E*TRADE Financial Corporation New York, NY 10022Master Investment and Securities Purchase Agreement • May 6th, 2008 • Citadel L P • Savings institution, federally chartered • New York
Reference is made to the Master Investment and Securities Purchase Agreement, dated as of November 29, 2007 and as amended by that certain letter agreement dated December 12, 2007, that certain letter agreement dated January 18, 2008 (the “January Amendment”) and that certain letter agreement dated March 27, 2008 (the “March Amendment”) (as so amended, the “Agreement”), by and between Wingate Capital Ltd. (“Purchaser”), and E*TRADE Financial Corporation (the “Company”). The Purchaser and the Company desire to further amend the Agreement as set forth in this letter agreement. Capitalized terms used in this letter agreement but not defined herein shall have the meanings given to such terms in the Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 18th, 2008 • Citadel L P • Savings institution, federally chartered
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
DATE: June 18, 2009 TO: Citadel Equity Fund Ltd. (“CEFL”) FROM: Wingate Capital Ltd. (“WING”) RE: CONFIRMATION OF PERFORMANCE COLLAR TRANSACTIONConfirmation of Performance Collar Transaction • June 22nd, 2009 • Citadel L P • Savings institution, federally chartered
This Confirmation hereby incorporates by reference the 2006 ISDA Definitions (the “Swap Definitions”), and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the Swap Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Swap Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between either set of Definitions and this Confirmation, this Confirmation will govern.
Morgan Stanley & Co. IncorporatedUnderwriting Agreement • April 27th, 2011 • Citadel L P • Savings institution, federally chartered
Each of the undersigned understands that you propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with E*TRADE Financial Corporation, a Delaware corporation (the “Company”) and the Selling Stockholder, providing for the public offering (the “Public Offering”) by you of Common Stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
ASSIGNMENT AGREEMENTAssignment Agreement • December 17th, 2007 • Citadel L P • Savings institution, federally chartered
Pursuant to Section 6.10 of the MASTER INVESTMENT AND SECURITIES PURCHASE AGREEMENT entered or expected to be entered into by and between Wingate Capital Ltd. and E*TRADE Financial Corporation (the “Company”) dated as of November 29, 2007 (the “Agreement”), Wingate hereby sells to Citadel AC Investments Ltd., subject to HSR approval, the common stock to which it is entitled to receive upon the Initial Closing, and assigns to Citadel AC Investments Ltd. all of its rights under the Agreement to obtain common stock of the Company to which Wingate is entitled after the Initial Closing.
Citadel Equity Fund Ltd. c/o Citadel Investment Group (Hong Kong) Limited Chater House, 18th FloorVoting Agreement • March 20th, 2007 • Citadel L P • Motors & generators
Reference is made to the Voting Agreement, dated August 30, 2006 (the "Voting Agreement"), by and among Harbin Electric, Inc. (the "Company"), Citadel Equity Fund Ltd. and Mr. Yang Tianfu.
AMENDMENT TO THE INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 29th, 2007 • Citadel L P • Services-management services • New York
THIS AMENDMENT TO THE INVESTOR RIGHTS AGREEMENT, dated as of March 29, 2007 (this “Amendment”), is entered into by and among (i) (a) China Security & Surveillance Technology, Inc., a Delaware corporation (the “Company”), (b) China Safetech Holdings Limited, a wholly-owned subsidiary of the Company, incorporated under the laws of British Virgin Islands (“Safetech”) and China Security & Surveillance Technology (HK) Ltd., a wholly-owned subsidiary of Safetech, incorporated under the laws of Hong Kong (“CSST HK”), (c) Golden Group Corporation (Shenzhen) Limited, a limited liability company organized and existing under the laws of the People’s Republic of China (the “PRC”) and a wholly-owned subsidiary of Safetech (“Golden”), Shanghai Cheng Feng Digital Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC and a wholly-owned subsidiary of CSST HK (“Cheng Feng”) and China Security & Surveillance Technology (PRC), Inc., a limited liability company
Joint Filing AgreementJoint Filing Agreement • February 2nd, 2007 • Citadel L P • Steel pipe & tubes
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
E*TRADE Financial Corporation New York, NY 10022Master Investment and Securities Purchase Agreement • December 17th, 2007 • Citadel L P • Savings institution, federally chartered • New York
Reference is made to the Master Investment and Securities Purchase Agreement (the “Agreement”), dated as of November 29, 2007, by and between Wingate Capital Ltd. (“Purchaser”), and E*Trade Financial Corporation (the “Company”).
E*TRADE FINANCIAL CORPORATION 23,950,000 Shares of Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2011 • Citadel L P • Savings institution, federally chartered • New York
E*TRADE Financial Corporation New York, NY 10022Master Investment and Securities Purchase Agreement • January 18th, 2008 • Citadel L P • Savings institution, federally chartered • New York
Reference is made to the Master Investment and Securities Purchase Agreement, dated as of November 29, 2007 and as amended by that certain letter agreement dated December 12, 2007 (as so amended, the “Agreement”), by and between Wingate Capital Ltd. (“Purchaser”), and E*Trade Financial Corporation (the “Company”). The Purchaser and the Company desire to further amend the Agreement and the Registration Rights Agreement as set forth in this letter agreement. Capitalized terms used in this letter agreement but not defined herein shall have the meanings given to such terms in the Agreement.
Joint Filing AgreementJoint Filing Agreement • May 7th, 2007 • Citadel L P • Computer communications equipment
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
