EXHIBIT 10.2 SUBSCRIPTION AGREEMENT SKRP 1, Inc. 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067 Attn: Glenn Krinsky, Chief Financial Officer Re: Prospectus, dated October __, 2004 Dear Mr. Krinsky: The undersigned investor ("Investor") in...Subscription Agreement • October 1st, 2004 • SRKP 1 Inc • Blank checks
The undersigned investor ("Investor") in this Subscription Agreement ("Agreement") hereby acknowledges receipt of the prospectus ("Prospectus"), dated October __, 2004 of SRKP 1, Inc., a Delaware corporation ("SRKP"), and subscribes for the following number of shares upon the terms and conditions set forth in the Prospectus. The Investor agrees that this Agreement is subject to availability and acceptance by SRKP.
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") is entered into as of the 23rd day of July, 2004, by and among SRKP 1, Inc., a Delaware corporation (the "Company"), and the undersigned parties listed under...Registration Rights Agreement • March 30th, 2005 • SRKP 1 Inc • Blank checks • New York
ESCROW AGREEMENT This Escrow Agreement (the "Agreement") is made by and between City National Bank, a national banking association, with its principal office located at 1950 Avenue of the Stars, 2nd Floor, Los Angeles, California 90067 (the "Escrow...Escrow Agreement • August 2nd, 2004 • SRKP 1 Inc • Blank checks • California
Shares1 China Architectural Engineering, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2007 • China Architectural Engineering, Inc. • Services-engineering services • California
China Architectural Engineering, Inc., a Delaware corporation (the “Company”), proposes to sell to you and other firms and corporations named in Schedule A attached hereto (the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 9 hereof), for which you are acting as representative (“Representative”), _______________ shares (the “Primary Shares”) of the Company’s Common Stock, par value $.0001 per share (“Common Stock”). In addition, the Company proposes to grant to the Underwriters an option to purchase, solely for the purpose of covering over-allotments, up to an additional __________ shares of the Common Stock (the “Over-Allotment Shares”). The Primary Shares and the Over-Allotment Shares are collectively referred to below as the “Shares.” The Company agrees with the several Underwriters as set forth below.
CHINA ARCHITECTURAL ENGINEERING, INC. STOCK OPTION AGREEMENTStock Option Agreement • July 12th, 2007 • China Architectural Engineering, Inc. • Services-engineering services • Delaware
Labor ContractLabor Contract • February 5th, 2007 • China Architectural Engineering, Inc. • Services-engineering services
This Contract is signed on a mutuality voluntary basis by and between following Employer and Employee in accordance with the Labor Law of People Republic of China.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 5th, 2007 • China Architectural Engineering, Inc. • Services-engineering services • Delaware
SUBSCRIPTION AGREEMENT (“Subscription Agreement”) made as of this 17th day of October, 2006, by and among SRKP 1, INC., a Delaware corporation (the “Company”); Full Art International, Ltd., a company incorporated in Hong Kong and upon the Closing Date (as defined below) a wholly-owned subsidiary of the Company (“KGE”); and the undersigned (the “Subscriber”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 20th, 2006 • SRKP 1 Inc • Blank checks • Delaware
SUBSCRIPTION AGREEMENT (“Subscription Agreement”) made as of this 17th day of October, 2006, by and among SRKP 1, INC., a Delaware corporation (the “Company”); Full Art International, Ltd., a company incorporated in Hong Kong and upon the Closing Date (as defined below) a wholly-owned subsidiary of the Company (“KGE”); and the undersigned (the “Subscriber”).
CHINA ARCHITECTURAL ENGINEERING, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 12th, 2007 • China Architectural Engineering, Inc. • Services-engineering services • Delaware
CHINA ARCHITECTURAL ENGINEERING, INC. STOCK ISSUANCE AGREEMENTStock Issuance Agreement • July 12th, 2007 • China Architectural Engineering, Inc. • Services-engineering services • California
AGREEMENT made as of this ____ day of ______________________, _____ by and between China Architectural Engineering, Inc., a Delaware corporation, and _____________________, Participant in the Corporation’s 2007 Equity Incentive Plan.
WARRANT AGENCY AGREEMENT CHINA ARCHITECTURAL ENGINEERING, INC. 800,000 WARRANTS EXPIRING 2010 April 12, 2007Warrant Agency Agreement • April 18th, 2007 • China Architectural Engineering, Inc. • Services-engineering services
REGISTRATION RIGHTS AGREEMENT CHINA ARCHITECTURAL ENGINEERING, INC. US$10,000,000 VARIABLE RATE CONVERTIBLE BONDS DUE 2012 800,000 WARRANTS EXPIRING 2010 April 12, 2007Registration Rights Agreement • April 18th, 2007 • China Architectural Engineering, Inc. • Services-engineering services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2011 • China Architectural Engineering, Inc. • Services-engineering services • Delaware
This employment agreement (this “Agreement”) has been entered into as of the 21st day of February 2011 (the “Execution Date”) by and between China Architectural Engineering, Inc. (NASDAQ:CAEI) (“CAEI”), and, an individual residing in Shanghai, People’s Republic of China (“Employee”).
SUBSCRIPTION AGREEMENT CHINA ARCHITECTURAL ENGINEERING, INC. US$10,000,000 VARIABLE RATE CONVERTIBLE BONDS DUE 2012 800,000 WARRANTS EXPIRING 2010 March 27, 2007Subscription Agreement • April 18th, 2007 • China Architectural Engineering, Inc. • Services-engineering services
The Issuer and the Subscriber wish to record the arrangements agreed among them in relation to an issue of (a) US$10,000,0000 Variable Rate Convertible Bonds due 2012 of the Issuer (the “Bonds”, which expression where the context so admits shall include the global certificate (the “Global Certificate”) to be delivered in respect of them) and (b) 800,000 warrants to purchase 800,000 shares of common stock of the Issuer (the “Warrants”, which expression where the context so admits shall include the Warrant Instrument and certificate or certificates for the Warrants (the “Warrant Instrument” and the “Warrant Certificate(s)”) to be delivered in respect of them). The definitive Bonds, if required to be issued, will be in registered form in denominations of US$1,000 each. Each Bond will be convertible at the option of the holder thereof into fully paid shares of common stock of par value US$0.001 per share that will be listed on the AMEX (as defined below) (the “Shares”) of the Issuer at an
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 16th, 2010 • China Architectural Engineering, Inc. • Services-engineering services • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of August 11, 2010 (the “Execution Date”), is made and entered into by and between First Jet Investments Limited, a company organized under the laws of the British Virgin Islands (“Seller”), Seller’s wholly-owned subsidiary New Crown Technology Limited, a company organized under the laws of Hong Kong (“New Crown”), and Jun Tang, an individual who has been the principal of the Seller and New Crown (the “Principal”), and China Architectural Engineering, Inc., a Delaware corporation (“CAE”).
THIS SERVICE AGREEMENT is made on, 12 March 2008. PARTIES: INTRODUCTION:Employment Agreement • March 14th, 2008 • China Architectural Engineering, Inc. • Services-engineering services • Delaware
The Company has agreed to employ the Executive as Chief Financial Officer (CFO) and the Executive has agreed to accept that employment upon and subject to the terms and conditions set out in this Agreement.
VICE PRESIDENT OF FINANCE EMPLOYMENT CONTRACTEmployment Agreement • October 8th, 2009 • China Architectural Engineering, Inc. • Services-engineering services • Delaware
This employment agreement (this “Agreement”) has been entered into as of the 5th day of October 2009 (the “Execution Date”) by and between China Architectural Engineering, Inc. (NASDAQ-OMX:CAEI) (“CAEI”), and Gene Michael Bennett, an individual residing in Beijing, People’s Republic of China (“Employee”).
COOPERATION AGREEMENTCooperation Agreement • April 15th, 2011 • China CGame, Inc. • Services-engineering services
For the purpose of fully utilizing the resources of both parties and promote the development of a modern service industry in Wujin High Technology Industrial Development Zone, Party A and Party B have reached the following agreement:
Property Rental ContractProperty Rental Contract • February 5th, 2007 • China Architectural Engineering, Inc. • Services-engineering services
In accordance of “Contract law of People’s Republic of China” and “Shanghai rental property regulations” (hereon called “Regulations”), the Landlord and the Tenant would enter the rental contract on a mutual agreement; the contract should be formed on the basis of justice, trust, fairness and honesty.
AMENDMENT AND WAIVER AGREEMENTAmendment and Waiver Agreement • July 19th, 2010 • China Architectural Engineering, Inc. • Services-engineering services
This Amendment and Waiver Agreement (the “Agreement”) is made and entered into as of July 13th, 2010 (the “Effective Date”), by and among China Architectural Engineering, Inc., a Delaware corporation (the “Company”); The Royal Bank of Scotland N.V., London Branch (formerly ABN AMRO Bank N.V., London Branch) (“RBS N.V.”); CITIC Capital China Mezzanine Fund Limited (formerly known as “CITIC Allco Investments Limited.”) (“CITIC,” and together with RBS N.V., the “Bondholders”); The Royal Bank of Scotland (China) Co. Ltd. Shenzhen Branch (formerly ABN AMRO Bank (China) Co., Ltd., Shenzhen Branch) (the “Overdraft Lender” and together with RBS N.V. and CITIC, the “Creditors”); Mr. Ken Luo, an individual; Mr. Jun Tang, an individual; KGE Group Limited, a company organized under the laws of Hong Kong (“KGE Group”); and First Jet Investments Limited, a company organized under the laws of the British Virgin Islands (“First Jet”).
Employer (Party A): Company name: ZHUHAI KING GLASS ENGINEERING CO., LTD Business code: 61751342-0 Address: 105 Baishi Road, Jiuzhou West Avenue Zhuhai, China. Phone number: 0756-8538919 Employee (Party B): Name: Ye ning Address: Phone number:...Employment Agreement • October 20th, 2006 • SRKP 1 Inc • Blank checks
This Contract is signed on a mutuality voluntary basis by and between following Employer and Employee in accordance with the Labor Law of People Republic of China.
RECITALSTrust Deed Amendment • September 4th, 2007 • China Architectural Engineering, Inc. • Services-engineering services • London
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 10th, 2009 • China Architectural Engineering, Inc. • Services-engineering services • Delaware
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of August 6, 2009 (the “Execution Date”), by and between China Architectural Engineering, Inc., a Delaware corporation (the “Company”), KGE Group Limited, a Hong Kong limited company, and each of the purchasers listed on Schedule I attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
WAIVER OF PENALTIES RELATED TO REGISTRATION RIGHTSWaiver of Penalties Related to Registration Rights • September 4th, 2007 • China Architectural Engineering, Inc. • Services-engineering services
This WAIVER OF PENALTIES RELATED TO REGISTRATION RIGHTS (“WAIVER”) is entered into as of this 29th day of August, 2007 by and between a CHINA ARCHITECTURAL ENGINEERING, INC., a Delaware corporation (the “Company”), and the persons listed on the signature pages hereof (the “Investors”). Undefined terms herein shall have the meaning set forth in the Subscription Agreement, as defined below.
AMENDMENT AND WAIVER AGREEMENTAmendment and Waiver Agreement • February 24th, 2010 • China Architectural Engineering, Inc. • Services-engineering services
This Amendment and Waiver Agreement (the “Agreement”) is made and entered into as of February 24, 2010 (the “Effective Date”), by and among China Architectural Engineering, Inc., a Delaware corporation (the “Company”); The Royal Bank of Scotland N.V., London Branch (formerly ABN AMRO Bank N.V., London Branch) (“RBS N.V.”); CITIC Capital China Mezzanine Fund Limited (formerly known as “CITIC Allco Investments Limited.”) (“CITIC,” and together with RBS N.V., the “Bondholders”); ABN AMRO Bank (China) Co., Ltd., Shenzhen Branch (the “Overdraft Lender” and together with RBS N.V. and CITIC, the “Creditors”); Mr. Ken Luo, an individual; Mr. Jun Tang, an individual; KGE Group Limited, a company organized under the laws of Hong Kong (“KGE Group”); and First Jet Investments Limited, a company organized under the laws of the British Virgin Islands (“First Jet”).
ContractOral Agreement • September 21st, 2007 • China Architectural Engineering, Inc. • Services-engineering services
WRITTEN DESCRIPTION OF ORAL AGREEMENT BETWEEN CHINA ARCHITECTURAL ENGINEERING, INC., FIRST ALLIANCE FINANCIAL GROUP, INC., AND WESTPARK CAPITAL, INC. AFFILIATES
Framework Agreement of Investment on the World No 1 Marine Park and Holiday Resorts ProjectFramework Agreement • August 17th, 2009 • China Architectural Engineering, Inc. • Services-engineering services
The Nine Dragon Holiday Resorts under Party A's development is located in the center of the Yangtze River Delta, covering an area of 10 km2. Over several years' construction there is a great deal of the infrastructure completed; and by taking advantage of the beautiful surroundings of the mountain, sea and island, it has incorporated a golf club, yacht club, polo club, the Westin Hotel, sea view apartments, business streets etc in it. Large international games have been held in Nine Dragons by successfully issuing membership cards so that it now enjoys considerable popularity and reputation in the upscale social group.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 8th, 2007 • China Architectural Engineering, Inc. • Services-engineering services • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 6, 2007, is made and entered into by and among Ng Chi Sum, holder of Hong Kong Identity Card No. D289522(7) and Yam Mei Ling, holder of Hong Kong Identity Card No. G265499(6) (each a “Shareholder” and collectively, the “Shareholders”), solely for purposes of Article Six and Article Nine, China Architectural Engineering, Inc., a Delaware corporation (“CAE”), and Full Art International, Ltd., a Hong Kong corporation and wholly-owned subsidiary of CAE (“Full Art”).
Labor ContractLabor Contract • February 5th, 2007 • China Architectural Engineering, Inc. • Services-engineering services
This Contract is signed on a mutuality voluntary basis by and between following Employer and Employee in accordance with the Labor Law of People Republic of China.
SUPPLEMENTAL AGREEMENT TO THE COOPERATION AGREEMENTSupplemental Agreement • April 4th, 2011 • China CGame, Inc. • Services-engineering services
Party A and Party B entered into a Cooperation Agreement on July 12, 2010 (the “Original Agreement”). After signing the Original Agreement, Party B established Changzhou ConnGame Network, Ltd in the industrial park of Party A (the “New Company”). According to Item 3 of Section 3 in the Original Agreement, following mutual consultation, Party A and Party B have reached an agreement regarding the issues as set forth below, and have entered into this agreement as a supplemental agreement to the Original Agreement.
LOAN AGREEMENTLoan Agreement • June 18th, 2009 • China Architectural Engineering, Inc. • Services-engineering services • Hong Kong
WHEREAS, Lender desires to provide, and Borrower desires to receive, additional operating capital to the Borrower and its subsidiaries (collectively, the “CAE Group”) on an interest-free basis;
SEPARATION AGREEMENTSeparation Agreement • June 16th, 2008 • China Architectural Engineering, Inc. • Services-engineering services
Salary (of HK$70,000 per month) and housing allowance (of HK$60,000 per month) will continue to be payable in accordance with Clause 4.1 of the service agreement dated 12 March 2008 filed with the SEC of the United States (“the Employment Agreement”). The said salary and housing allowance for the month of May and June 2008, which are unpaid and accrued, will be paid and given to the Employee in the form of a company check signed by authorized signer or signers, no later than 5 p.m. (Hong Kong time) on 10 June 2008.
THIS AGREEMENT is dated 12 January 2009 and effective as of the Commencement Date, as defined below, and is madeConfidentiality Agreement • January 16th, 2009 • China Architectural Engineering, Inc. • Services-engineering services • Hong Kong
The “Board" means the board of directors of the Company or the directors present at a duly convened meeting of the Company’s directors at which a quorum is present and acting throughout.
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2008 • China Architectural Engineering, Inc. • Services-engineering services • Delaware
ContractTrust Deed Amendment • September 23rd, 2008 • China Architectural Engineering, Inc. • Services-engineering services • England
THIS AGREEMENT TO AMEND THAT CERTAIN TRUST DEED made on April 15, 2008 between CHINA ARCHITECTURAL ENGINEERING, INC., and THE BANK OF NEW YORK, LONDON BRANCH, is made, agreed and entered into on this 17th day of September 2008, between the Issuer, the Trustee, ABN AMRO Bank, N.V., London Branch (“ABN AMRO”), and CITIC Allco Investments Limited (“CITIC Allco”, and together with ABN AMRO, each a “Bondholder” and together the “Bondholders”), currently the holders of the Bonds issued pursuant to the Trust Deed.
