REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2008 • China Fundamental Acquisition Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of ___________, 2008, by and among China Fundamental Acquisition Corporation, a company organized under the laws of the Cayman Islands (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
3,750,000 Units CHINA FUNDAMENTAL ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York Chardan Capital Markets, LLC New York, NY 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen:Underwriting Agreement • April 29th, 2008 • China Fundamental Acquisition Corp • New York
China Fundamental Acquisition Corporation, a Cayman Islands corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (“Chardan” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Chardan is acting as representative (the Representative and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • April 29th, 2008 • China Fundamental Acquisition Corp • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) , 2008 [SIX MONTHS FROM EFFECTIVE DATE] AND (II) THE CONSUMMATION BY CHINA FUNDAMENTAL ACQUISITION CORPORATION (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON , 2013 [FIVE YEARS FROM EFFECTIVE DATE].
CHINA FUNDAMENTAL ACQUISITION CORPORATIONExecutive Employment Agreement • May 3rd, 2010 • Wowjoint Holdings LTD • Blank checks • New York
This Executive Employment Agreement (this “Agreement”) is dated as of March 12th, 2010 by and between Anthony Hung (the “Executive”) and CHINA FUNDAMENTAL ACQUISITION CORPORATION, a company registered and incorporated in the Cayman Islands (the “Company”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 29th, 2008 • China Fundamental Acquisition Corp • New York
This Agreement is made as of , 2008, by and between China Fundamental Acquisition Corporation (the “Company”) whose principal office is located at Room 2301, World-Wide House 19 Des Voeux Road Central, Hong Kong and Continental Stock Transfer & Trust Company, (the “Trustee”) located at 17 Battery Place, New York, New York, U.S.A.
WARRANT AGREEMENTWarrant Agreement • April 29th, 2008 • China Fundamental Acquisition Corp • New York
This Warrant Agreement, dated as of , 2008 (the “Agreement”) by and between China Fundamental Acquisition Corporation., a corporation organized under the laws of the Cayman Islands (the “Company”), with offices at Room 2301, World-Wide House, 19 Des Voeux Road, Central, Hong Kong, and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), with offices at 17 Battery Place, New York, New York 10004.
Small Business Loan Contract (2009 Edition) ICBC (Industrial & Commercial Bank of China), Beijing BranchSmall Business Loan Contract • April 30th, 2012 • Wowjoint Holdings LTD • Industrial trucks, tractors, trailors & stackers
Special Notice: Both parties enter into this contract legally, through consultation and on an equal and voluntary basis. All the terms in the contract reflect truthfully both parties’ desires. In order to protect the legal rights of the Borrower, the Lender specifically requests that the Borrower pay close attention to all of the terms concerning each party’s rights and obligations, particularly the sections highlighted in black ink.
LOCK-UP AGREEMENTLock-Up Agreement • March 10th, 2010 • China Fundamental Acquisition Corp • Blank checks • New York
CHINA FUNDAMENTAL ACQUISITON CORPORATION earn-out agreementEarn-Out Agreement • March 10th, 2010 • China Fundamental Acquisition Corp • Blank checks • New York
This EARN-OUT AGREEMENT (the "Agreement"), is entered into as of February 18, 2010 by and between CHINA FUNDAMENTAL ACQUISITION CORPORATION, a public company in the United States (“Party A”, or the "Company") and REALINK GROUP LIMITED (“Party B”) , a British Virgin Islands company. Party A and Party B are sometimes referred to collectively as the "Parties" and individually the “Party”.
LOAN AGREEMENTLoan Agreement • May 23rd, 2011 • Wowjoint Holdings LTD • Industrial trucks, tractors, trailors & stackers
The Loan Agreement (hereinafter referred to as the "Agreement") is made and entered into by and between the following parties on June 11, 2010 (date):
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • April 29th, 2008 • China Fundamental Acquisition Corp • New York
SECURITIES ESCROW AGREEMENT, dated as of , 2008 (the “Agreement”), by and among CHINA FUNDAMENTAL ACQUISITION CORPORATION, a company organized under the laws of the Cayman Islands (the “Company”), RALCO CAPITAL LIMITED, RISING YEAR GROUP LIMITED, Q.Y. MA, TAN XIAO WEI, OLIVEIRA CAPITAL, LLC, GLOBIS INTERNATIONAL INVESTMENTS LLC, GLOBIS CAPITAL PARTNERS L.P., GLOBIS OVERSEAS FUND LTD. and CHARDAN CAPITAL MARKETS, LLC (collectively, the “Private Investors”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the “Escrow Agent”).
AMENDED AND RESTATED WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • April 29th, 2008 • China Fundamental Acquisition Corp • New York
THIS AMENDED AND RESTATED WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of April 29, 2008 among China Fundamental Acquisition Corporation, a Cayman Islands company (the “Company”) and the undersigned (the “Purchasers”).
Stock Transfer AgreementStock Transfer Agreement • March 21st, 2011 • Wowjoint Holdings LTD • Industrial trucks, tractors, trailors & stackers
This Stock Transfer Agreement (hereinafter referred to as “the Agreement”) is made and entered into by and between the following parties on April 25, 2010(date):
Equity Pledge Agreement amongEquity Pledge Agreement • March 10th, 2010 • China Fundamental Acquisition Corp • Blank checks
In order to define each Party’s rights and obligations, the Pledgee and the Pledgors through mutual negotiations hereby enter into this Agreement based upon the following terms:
Exclusive Technical Consulting and Services Agreement between Beijing Xin Fu Industry Consulting Co., Ltd. and Beijing Wowjoint Machinery Co., Ltd.Exclusive Technical Consulting and Services Agreement • March 10th, 2010 • China Fundamental Acquisition Corp • Blank checks
This Exclusive Technical Consulting and Services Agreement (the “Agreement”) is made and entered into on the date of August 25, 2009 between the following two parties in Beijing:
FIRST AMENDMENT TO THE LOAN AGREEMENTLoan Agreement • May 23rd, 2011 • Wowjoint Holdings LTD • Industrial trucks, tractors, trailors & stackers
Party I: Beijing Wowjoint Machinery Co. is a limited company established in Beijing, the People’s Republic of China (“China”). Registered capital is RMB 28.5 million Yuan.
Stock Transfer AgreementStock Transfer Agreement • May 23rd, 2011 • Wowjoint Holdings LTD • Industrial trucks, tractors, trailors & stackers
This Stock Transfer Agreement (hereinafter referred to as “the Agreement”) is made and entered into by and between the following parties on April 25, 2010 (date):
Loan ContractLoan Contract • April 30th, 2012 • Wowjoint Holdings LTD • Industrial trucks, tractors, trailors & stackers
Due to working capital needs, Party B applies to Party A for a working capital loan. After review, Party A agrees to give this loan. Both parties in accordance with relevant laws and after sufficient negotiation reach consensus on the below terms and therefore enter into this contract.
Working Capital Loan Contract (2012 Edition)Working Capital Loan Contract • June 18th, 2013 • Wowjoint Holdings LTD • Industrial trucks, tractors, trailors & stackers
Special Notice: Both parties enter into this contract legally, through consultation and on an equal and voluntary basis. All the terms in the contract reflect truthfully both parties’ desires. In order to protect the legal rights of the Borrower, the Lender specifically requests that the Borrower pay close attention to all of the terms concerning each party’s rights and obligations, particularly the sections highlighted in black ink.
Voting Rights Proxy Agreement among Beijing Xin Fu Industry Consulting Co., Ltd. and Beijing Wan Qiao Mechanical and Electrical Equipment Co., (北京市万桥机电设备公司) and Ding TingVoting Rights Proxy Agreement • March 10th, 2010 • China Fundamental Acquisition Corp • Blank checks
This Voting Rights Proxy Agreement (this "Agreement") is entered into by and among the following parties on August 25, 2009 in Beijing, the People's Republic of China ("China"):
Maximum Counter-Guarantee ContractMaximum Counter-Guarantee Contract • June 18th, 2013 • Wowjoint Holdings LTD • Industrial trucks, tractors, trailors & stackers
Special Notice: Both parties enter into this contract legally, through consultation and on an equal and voluntary basis. All the terms in the contract reflect truthfully both parties’ desires. In order to protect the legal rights of the Guarantor, the Creditor specifically requests that the Guarantor pay close attention particularly to the sections highlighted in black ink.
Lease Contract for Factory Area and BuildingsLease Contract • November 30th, 2010 • Wowjoint Holdings LTD • Industrial trucks, tractors, trailors & stackers
In accordance with the provisions of Contract Law of the People's Republic of China and applicable laws and regulations, Party A and Party B enter into this contract through friendly consultation regarding Party A’s lease of workshops and buildings to Party B to define both parties' rights and obligations.
Exclusive Call Option Agreement among Beijing Xin Fu Industry Consulting Co. Ltd. andExclusive Call Option Agreement • March 10th, 2010 • China Fundamental Acquisition Corp • Blank checks
This Exclusive Call Option Agreement (this "Agreement") is entered into by the following parties on August 25, 2009 in Beijing, the People's Republic of China ("China"):
