Exhibit 10.2 FORM OF RULE 419 ESCROW AGREEMENT Letter of Escrow Instructions To: Corporate Trust/Agency Administration Apex Wealth Enterprises Limited - Rule 419 escrow, __________________ Bank Escrow No. __________ This Letter of Escrow Instructions...Escrow Agreement • September 18th, 2003 • Apex Wealth Enterprises LTD • New York
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • June 22nd, 2007 • China Security & Surveillance Technology, Inc. • Services-management services
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
ContractSecurities Agreement • July 6th, 2006 • China Security & Surveillance Technology, Inc. • Services-management services
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
Shares China Security & Surveillance Technology, Inc. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2010 • China Security & Surveillance Technology, Inc. • Communications equipment, nec • New York
The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this agreement during the period from and including the date that the Registration Statement becomes effective through and including the 34th day following the expiration of the 90-day period, the undersigned will give prior notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as the same may have been extended pursuant to the previous paragraph) has expired.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2006 • China Security & Surveillance Technology, Inc. • Services-management services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 6, 2006, among China Security and Surveillance Technology, Inc., a British Virgin Islands corporation (together with all successors, including upon the effective time of the Merger, described below, the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors,” each of which shall include subsequent holders of Shares (as defined below)).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2006 • China Security & Surveillance Technology, Inc. • Services-management services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 4, 2006, by and among China Security and Surveillance Technology, Inc., a British Virgin Islands corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
Exhibit 10.1Subscription Escrow Agreement • September 18th, 2003 • Apex Wealth Enterprises LTD • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 30th, 2007 • China Security & Surveillance Technology, Inc. • Services-management services • Delaware
This INDEMNIFICATION AGREEMENT, dated as of the 25th day of October 2007 is made by and between CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC., a Delaware corporation (the "Company"), and Mak Kwong Kin, Peter, an officer or director of the Company (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among RIGHTMARK HOLDINGS LIMITED, RIGHTMARK MERGER SUB LIMITED, CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. and MR. GUOSHEN TU (solely for the purpose of Section 6.15) Dated as of April 20, 2011Merger Agreement • April 22nd, 2011 • China Security & Surveillance Technology, Inc. • Communications equipment, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 20, 2011 (this "Agreement"), by and among Rightmark Holdings Limited, a British Virgin Islands company ("Parent"), Rightmark Merger Sub Limited, a Delaware corporation and a wholly owned, direct subsidiary of Parent ("Merger Sub"), China Security & Surveillance Technology, Inc., a Delaware corporation (the "Company" and, together with Parent and Merger Sub, the "Parties") and Mr. Guoshen Tu (solely for the purpose of Section 6.15).
Dated _______________ 2011 FACILITY AGREEMENT between Rightmark Holdings LimitedFacility Agreement • July 18th, 2011 • China Security & Surveillance Technology, Inc. • Communications equipment, nec • Hong Kong
CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. as the Company CHINA SAFETECH HOLDINGS LIMITED as the Guarantor and THE BANK OF NEW YORK MELLON, a New York banking corporation as the Trustee INDENTURE Dated September 2, 2009 Tranche B Zero Coupon...Indenture • September 3rd, 2009 • China Security & Surveillance Technology, Inc. • Communications equipment, nec • New York
INDENTURE dated September 2, 2009, between CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC, a Delaware corporation (hereinafter called the “Company”), the Guarantor listed on the signature pages hereto, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee hereunder (hereinafter called the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 5th, 2009 • China Security & Surveillance Technology, Inc. • Communications equipment, nec
This Securities Purchase Agreement (this “Agreement”) is dated as of October 2, 2009, between China Security & Surveillance Technology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2006 • China Security & Surveillance Technology, Inc. • Services-management services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 6, 2006, by and among China Security and Surveillance Technology, Inc., a British Virgin Islands corporation (together with all successors, including upon the effective time of the Merger, the “Company”), and the investors signatory hereto (each, an “Investor” and collectively, the “Investors,” each of which shall include subsequent holders of Shares).
CONSULTING AGREEMENTConsulting Agreement • August 5th, 2005 • Apex Wealth Enterprises LTD • Services-management services • England
This consulting agreement (the “Agreement”) is made on the 8th of June 2005, by and between APEC Wealth Enterprises, Ltd., (the “Company”), and Mr. Liu Yu (the “Consultant”).
LIMITED GUARANTYLimited Guaranty • April 22nd, 2011 • China Security & Surveillance Technology, Inc. • Communications equipment, nec • Delaware
Limited Guaranty, dated as of April 20, 2011 (this “Limited Guaranty”), by Mr. Guoshen Tu, People’s Republic of China Passport No: G28948045 (the “Guarantor”), in favor of China Security & Surveillance Technology, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
Dated 28 October 2010 CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. as Borrower CHINA DEVELOPMENT BANK CORPORATION HONG KONG BRANCH as Lender CHINA DEVELOPMENT BANK CORPORATION HONG KONG BRANCH as Arranger CHINA DEVELOPMENT BANK CORPORATION HONG KONG...Term Loan Facility Agreement • February 28th, 2011 • China Security & Surveillance Technology, Inc. • Communications equipment, nec • Hong Kong
CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. INDEPENDENT DIRECTOR’S CONTRACTIndependent Director's Contract • October 30th, 2007 • China Security & Surveillance Technology, Inc. • Services-management services • Delaware
THIS AGREEMENT (The "Agreement") is made as of the 25th day of October 2007 and is by and between China Security & Surveillance Technology, Inc., a Delaware corporation (hereinafter referred to as the "Company") and Robert Shiver (hereinafter referred to as the "Director").
ESCROW AGREEMENTEscrow Agreement • October 5th, 2009 • China Security & Surveillance Technology, Inc. • Communications equipment, nec • Virginia
This Closing Escrow Agreement, dated as of October 2, 2009 (this “Agreement”), is entered into by and among China Security & Surveillance Technology, Inc., a Delaware corporation (the “Company”), Brean Murray, Carret & Co., LLC, with its principal offices at 570 Lexington Avenue, New York, NY 10022 (the “Placement Agent”), and Escrow, LLC, with an address at 20 Rock Pointe, Suite 204, Warrenton, Virginia 20186 (the “Escrow Agent”). The Placement Agent and the Company are sometimes referred to herein as the Escrowing Parties.
NOTES PURCHASE AGREEMENT by and between CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. as the Company and CITADEL EQUITY FUND LTD. as the Purchaser Dated: February 5, 2007Notes Purchase Agreement • February 9th, 2007 • China Security & Surveillance Technology, Inc. • Services-management services • New York
This Notes Purchase Agreement (this “Agreement”) is dated as of February 5, 2007, by and between China Security & Surveillance Technology, Inc., a Delaware corporation (the “Company”) and Citadel Equity Fund Ltd. (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2006 • China Security & Surveillance Technology, Inc. • Services-management services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 4, 2006, among China Security and Surveillance Technology, Inc., a British Virgin Islands corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
LOCK-UP AGREEMENTLock-Up Agreement • October 5th, 2009 • China Security & Surveillance Technology, Inc. • Communications equipment, nec • New York
THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into as of October 2, 2009 between the stockholder set forth on the signature page to this Agreement (the "Related Party Holder") and Brean Murray, Carret & Co., LLC ("BMC").
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among RIGHTMARK HOLDINGS LIMITED, RIGHTMARK MERGER SUB LIMITED, CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. and MR. GUOSHEN TU (solely for the purpose of Section 6.15) Dated as of May 3, 2011Agreement and Plan of Merger • May 3rd, 2011 • China Security & Surveillance Technology, Inc. • Communications equipment, nec • Delaware
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of May 3, 2011 (this "Agreement"), by and among Rightmark Holdings Limited, a British Virgin Islands company ("Parent"), Rightmark Merger Sub Limited, a Delaware corporation and a wholly owned, direct subsidiary of Parent ("Merger Sub"), China Security & Surveillance Technology, Inc., a Delaware corporation (the "Company" and, together with Parent and Merger Sub, the "Parties") and Mr. Guoshen Tu (solely for the purpose of Section 6.15).
CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. as the Company CHINA SAFETECH HOLDINGS LIMITED CHINA SECURITY & SURVEILLANCE TECHNOLOGY (HK) LTD. as the Guarantors and THE BANK OF NEW YORK, a New York banking corporation as the Trustee INDENTURE Dated...Indenture • February 16th, 2007 • China Security & Surveillance Technology, Inc. • Services-management services • New York
INDENTURE dated February 16, 2007, between CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC, a Delaware corporation (hereinafter called the “Company”), the Guarantors listed on the signature pages hereto, and THE BANK OF NEW YORK, a New York banking corporation, as trustee hereunder (hereinafter called the “Trustee”).
CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. as the Company CHINA SAFETECH HOLDINGS LIMITED CHINA SECURITY & SURVEILLANCE TECHNOLOGY (HK) LTD. CHAIN STAR INVESTMENTS LTD. as the Guarantors and THE BANK OF NEW YORK, a New York banking corporation as...Indenture • April 25th, 2007 • China Security & Surveillance Technology, Inc. • Services-management services • New York
INDENTURE dated April 24, 2007, between CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC, a Delaware corporation (hereinafter called the “Company”), the Guarantors listed on the signature pages hereto, and THE BANK OF NEW YORK, a New York banking corporation, as trustee hereunder (hereinafter called the “Trustee”).
NOTES PURCHASE AGREEMENT by and between CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. as the Company CHAIN STAR INVESTMENTS LTD. CHINA SAFETECH HOLDINGS LIMITED CHINA SECURITY & SURVEILLANCE TECHNOLOGY (HK) LTD. GOLDEN GROUP CORPORATION (SHENZHEN)...Notes Purchase Agreement • April 25th, 2007 • China Security & Surveillance Technology, Inc. • Services-management services • New York
This Notes Purchase Agreement (this “Agreement”) is dated as of April 24, 2007, by and between China Security & Surveillance Technology, Inc., a Delaware corporation (the “Company”), the other Group Companies listed on the signature pages hereto, and Citadel Equity Fund Ltd. (the “Purchaser”).
EXCLUSIVE COOPERATION AGREEMENT (English Translation)Exclusive Cooperation Agreement • September 26th, 2007 • China Security & Surveillance Technology, Inc. • Services-management services
This Exclusive Cooperation Agreement is entered into by and between the following parties (each, a “Party” and collectively, the “Parties”) as of September 20, 2007:
Equity Transfer Agreement of All Issued Shares of SINCERE ON LIMITED (English Translation)Equity Transfer Agreement • April 8th, 2008 • China Security & Surveillance Technology, Inc. • Services-management services • Hong Kong
ZHUANG, WEILAN whose address is Unit B1, 9/F, Loyong Court Commercial Building, 212-220 Lockhart Road, Wanchai, Hong Kong (the ID Card No. in Hong Kong is G351610(4)) (hereinafter referred to as “Transferor”);
NOTES PURCHASE AGREEMENT by and between CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. as the Company CHINA SAFETECH HOLDINGS LIMITED CHINA SECURITY & SURVEILLANCE TECHNOLOGY (PRC), INC. as the Material Subsidiaries AND CITADEL EQUITY FUND LTD. as the...Notes Purchase Agreement • August 21st, 2009 • China Security & Surveillance Technology, Inc. • Communications equipment, nec • New York
INDENTURE dated [●], 2009, between CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC, a Delaware corporation (hereinafter called the “Company”), the Guarantor listed on the signature pages hereto, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee hereunder (hereinafter called the “Trustee”).
CONSULTING AGREEMENTConsulting Agreement • August 5th, 2005 • Apex Wealth Enterprises LTD • Services-management services • Virgin Islands
This Agreement, dated as of June 1, 2005, is entered into by and between Anna Herbst, with a mailing address at 87-10 Clover Place, Holliswood, New York 11423 (“Consultant”) and APEX Wealth Enterprises, Ltd., a British Virgin Islands Corporation (the “Company”).
CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. EQUITY INCENTIVE PLAN NOTICE OF GRANTRestricted Stock Grant Agreement • March 8th, 2007 • China Security & Surveillance Technology, Inc. • Services-management services • Delaware
Capitalized but otherwise undefined terms in this Notice of Grant and the attached Restricted Stock Grant Agreement shall have the same defined meanings as in the China Security & Surveillance Technology, Inc. Equity Incentive Plan.
Exhibit 3.3 APEX WEALTH ENTERPRISES LIMITED (the "Company" Incorporated in British Virgin Island) MEMORANDUM in writing of the Directors of the Company passed pursuant to the Articles of Association of the Company...Increase of Share Capital • October 29th, 2003 • Apex Wealth Enterprises LTD • Blank checks
CONSULTING AGREEMENTConsulting Agreement • August 5th, 2005 • Apex Wealth Enterprises LTD • Services-management services • Virgin Islands
THIS AGREEMENT, dated as of June 1, 2005, is entered into by and between Mark Anthony, with a mailing address at P.O. Box 110310, Naples, Florida 34108-0106 (“Consultant”) and APEX Wealth Enterprises, Ltd., a British Virgin Islands Corporation (the “Company”).
ESCROW AGREEMENTEscrow Agreement • April 5th, 2006 • China Security & Surveillance Technology, Inc. • Services-management services • New York
This Escrow Agreement (the "Agreement"), dated effective as of April 4, 2006, is entered into by and among China Security and Surveillance Technology, Inc., a British Virgin Islands corporation (the "Company"), each of the parties listed below who were Investors to the private offering of securities of the Company, Tu Guo Shen, in his individual capacity ("Tu"), and Manhattan Transfer Registrar Company (hereinafter referred to as "Escrow Agent").
China Security & Surveillance Technology, Inc. TO Trustee Indenture Dated as of __, 200_Indenture • February 12th, 2009 • China Security & Surveillance Technology, Inc. • Communications equipment, nec • New York
INDENTURE, dated as of [ ], 200_, between CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and [ ] (herein called the “Trustee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 22nd, 2005 • Apex Wealth Enterprises LTD • Services-management services • Hong Kong
This Agreement sets forth the terms and conditions upon which Seller is selling to the Buyer and the Buyer is purchasing from the Seller 8,862,000 shares of the issued and outstanding common stock of the Company, representing approximate 67.82% of the issued and outstanding common stock of the Company as of July 21, 2005 (hereinafter referred to as the "Shares").
