REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2006 • Shanghai Century Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 200 , by and among, Shanghai Century Acquisition Corporation, a corporation organized under the laws of the Cayman Islands (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
12,500,000 Units1 SHANGHAI CENTURY ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • April 19th, 2006 • Shanghai Century Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 7th, 2006 • Shanghai Century Acquisition Corp • Blank checks • New York
This Agreement is made as of , 2006 by and between Shanghai Century Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
AMENDMENT TO UNIT PURCHASE OPTION OF SHANGHAI CENTURY ACQUISITION CORPORATIONUnit Purchase Option • November 27th, 2007 • Shanghai Century Acquisition Corp • Blank checks • New York
THIS AMENDMENT TO UNIT PURCHASE OPTION (this “Amendment”) is made and entered into this 20th day of July, 2006, between Shanghai Century Acquisition Corporation, a corporation organized under the laws of the Cayman Islands (the “Company”) and I-Bankers Securities Incorporated (the “Representative”), effective as of April 28, 2006.
WARRANT AGREEMENTWarrant Agreement • April 19th, 2006 • Shanghai Century Acquisition Corp • Blank checks • New York
Agreement made as of , 2006 between Shanghai Century Acquisition Corporation, a corporation organized under the laws of the Cayman Islands, with offices at Suite 1002, 10th Floor, 43 Lyndhurst Terrace, Central, Hong Kong SAR (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at Continental Stock Transfer & Trust Company, 17 Battery Place, 8th floor, New York NY, 10004 (“Warrant Agent”).
I-BANKERS SECURITIES INCORPORATED Southlake, TX 76092 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • March 7th, 2006 • Shanghai Century Acquisition Corp • Blank checks • New York
SHARE ESCROW AGREEMENTShare Escrow Agreement • April 19th, 2006 • Shanghai Century Acquisition Corp • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of , 2006 (“Agreement”), by and among SHANGHAI CENTURY ACQUISITION CORPORATION., a corporation organized under the laws of the Cayman Islands (“Company”), FRANKLIN D. CHU, ANTHONY KAI YIU LO, RONALD JOSEPH ARCULLI, HUMPHREY P. POLANEN and RAYMOND CH’IEN (collectively “Initial Shareholders”) and Continental Stock Transfer & Trust Company (“Escrow Agent”).
JOINT VENTURE AGREEMENT BY AND AMONG ASIA LEADER INVESTMENTS LIMITED RAD INTERNATIONAL INVESTMENT FUND LTD. AND KEVIN MA Dated: February 20, 2007Joint Venture Agreement • February 21st, 2008 • Shanghai Century Acquisition Corp • Blank checks • New York
This Joint Venture Agreement of New Goal International Limited is made as of February 20, 2008 by and among the Persons set forth on Schedule A hereto (collectively, the “Joint Venturers”) and, with respect to only the representations, warranties, covenants and agreements set forth in Article IX hereof, Mr. Kevin Ma (“Kevin Ma”).
AMENDMENT NO. 1 TO JOINT VENTURE AGREEMENT BY AND AMONG ASIA LEADER INVESTMENTS LIMITED RAD INTERNATIONAL INVESTMENT FUND LTD. SHANGHAI CENTURY ACQUISITION CORPORATION AND KEVIN MA Dated: April __, 2008Joint Venture Agreement • April 24th, 2008 • Shanghai Century Acquisition Corp • Blank checks • New York
This Amendment No. 1 dated as of April __, 2008 (the “Amendment”) to the Joint Venture Agreement of New Goal International Limited (the “Company”) dated as of February 20, 2008 (the “Original Joint Venture Agreement”) by and among the Persons set forth on Schedule A hereto (collectively, the “Joint Venturers”) and, with respect to only the representations, warranties, covenants and agreements set forth in Article IX hereof, Mr. Kevin Ma (“Kevin Ma”). The Original Joint Venture Agreement as amended by this Amendment shall be referred to herein as the “Joint Venture Agreement” or this “Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Original Joint Venture Agreement.
STOCK PURCHASE AGREEMENT BY AND BETWEEN RICHARD LI AND SHANGHAI CENTURY ACQUISITION CORPORATION Dated: February 20, 2007Stock Purchase Agreement • February 21st, 2008 • Shanghai Century Acquisition Corp • Blank checks • New York
STOCK PURCHASE AGREEMENT, dated as of February 20, 2008, by and between Richard Li (the “Seller”) and .Shanghai Century Acquisition Corporation, a company formed under the laws of the Cayman Islands (the “Buyer”).
EMPLOYMENT AGREEMENT BY AND KEVIN MA AND SHANGHAI CENTURY ACQUISITION CORPORATION Dated: February 20, 2007Employment Agreement • February 21st, 2008 • Shanghai Century Acquisition Corp • Blank checks • New York
WHEREAS the Employee and the Company desire to enter into this Agreement for the purpose of retaining the services of the Employee, and the Company wishes to provide the Employee with an inducement to remain with the Company;
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT BY AND BETWEEN RICHARD LI AND SHANGHAI CENTURY ACQUISITION CORPORATION Dated: April __, 2008Stock Purchase Agreement • April 24th, 2008 • Shanghai Century Acquisition Corp • Blank checks • New York
AMENDMENT NO. 1 dated as of April __, 2008 (the “Amendment”) to STOCK PURCHASE AGREEMENT, dated as of February 20, 2008 (the “Original Agreement”), by and between Richard Li (the “Seller”) and .Shanghai Century Acquisition Corporation, a company formed under the laws of the Cayman Islands (the “Buyer”). The Original Agreement as amended by this Amendment shall be referred to herein as the (“Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Original Agreement.
I-Bankers Securities Incorporated Southlake, Texas 76092Shanghai Century Acquisition Corp • March 7th, 2006 • Blank checks
This letter will confirm the agreement of Franklin D. Chu, Anthony Kai Yiu Lo, Ronald Joseph Arculli, Humphrey P. Polanen, and Raymond Ch’ien (collectively, the “Initial Shareholders”), on the one hand, and I-Bankers Securities Incorporated and (the “Representatives”), on the other hand, with respect to the purchase of certain warrants to purchase ordinary shares (the “Warrants”) of Shanghai Century Acquisition Corporation (the “Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one ordinary share, par value $0.0005 per share, of the Company (the “Ordinary Shares”) and one Warrant to purchase one Ordinary Share. The Ordinary Shares and Warrants will not be separately tradable until 90 days after the effective date of the Company’s IPO unless the Representatives informs the Company of their decision to allow earlier separate trading.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BY AND KEVIN MA AND SHANGHAI CENTURY ACQUISITION CORPORATION Dated: April __, 2008Employment Agreement • April 24th, 2008 • Shanghai Century Acquisition Corp • Blank checks • New York
WHEREAS the Employee and the Company have entered into an Employment Agreement dated as of February 20, 2008 ( the “Original Employment Agreement”); and
I-Bankers Securities Incorporated Southlake, Texas 76092Shanghai Century Acquisition Corp • December 12th, 2005
This letter will confirm the agreement of Franklin D. Chu, Anthony Kai Yiu Lo, Ronald Joseph Arculli, Humphrey P. Polanen, and Raymond Ch’ien (collectively, the “Initial Shareholders”), on the one hand, and I-Bankers Securities Incorporated and (the “Representatives”), on the other hand, with respect to the purchase of certain warrants to purchase ordinary shares (the “Warrants”) of Shanghai Century Acquisition Corporation (the “Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one ordinary share, par value $0.0005 per share, of the Company (the “Ordinary Shares”) and one Warrant to purchase one Ordinary Share. The Ordinary Shares and Warrants will not be separately tradable until 90 days after the effective date of the Company’s IPO unless the Representatives informs the Company of their decision to allow earlier separate trading.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 19th, 2006 • Shanghai Century Acquisition Corp • Blank checks • New York
This Agreement is made as of __________, 2006 by and between Shanghai Century Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
RIGHT OF FIRST REFUSAL AGREEMENT BY AND AMONG ASIA LEADER INVESTMENTS LIMITED RAD INTERNATIONAL INVESTMENT FUND LTD. NEW CENTURY INTERNATIONAL LEASING CO., LTD. NEW CENTURY INTERNATIONAL LEASING COMPANY LIMITED AND KEVIN MA Dated: February 20, 2007Right of First Refusal Agreement • February 21st, 2008 • Shanghai Century Acquisition Corp • Blank checks • New York
This Right of First Refusal Agreement (this “Agreement”) is made as of February 20, 2008 by and among New Century International Leasing Co. Ltd., a wholly foreign-owned enterprise established under the laws of the Peoples’ Republic of China (“NCIL”), RAD International Investment Fund Limited., a company formed under the laws of the Commonwealth of the Bahamas (“RAD”), New Century International Leasing Company Limited, a company formed under the law of the Special Administrative Region of Hong Kong ((“NCIL (HK)”, and together with RAD, the “Shareholders”), Kevin Ma (“Kevin Ma”) and Asia Leader Investments Limited, a company formed under the laws of the Special Administrative Region of Hong Kong (the “Company”).
SHANGHAI CENTURY ACQUISITION CORPORATION October 21, 2005Shanghai Century Acquisition Corp • December 12th, 2005
SHARE PURCHASE AGREEMENT BY AND AMONG: SHANGHAI CENTURY ACQUISITION CORPORATION SICHUAN KELUN PHARMACEUTICAL CO., LTD. AND THE INDIVIDUALS SET FORTH ON SCHEDULE A Dated: May 28, 2007Share Purchase Agreement • May 29th, 2007 • Shanghai Century Acquisition Corp • Blank checks
SHARE PURCHASE AGREEMENT (this “Agreement”), dated May 28, 2007, by and among SHANGHAI CENTURY ACQUISITION CORPORATION, a corporation duly organized and existing under the laws of the Cayman Islands and listed on the AMEX (“SHA”, also means CHINA KELUN PHARMACEUTICAL CORPORATION following the Closing (as defined herein)); the individuals listed on Schedule A hereto (collectively, the “KL Shareholders”); and SICHUAN KELUN PHARMACEUTICAL CO., LTD., a joint stock limited liability company incorporated and existing under the laws of the People’s Republic of China (“KL”). Each of SHA, the KL Shareholders and KL are referred to herein individually as a “Party” and collectively as the “Parties.”
