INDEMNIFICATION AGREEMENTIndemnification Agreement • November 18th, 2009 • Linkage Technologies International Holdings LTD • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 2009 by and between Linkage Technologies International Holdings Limited, a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).
DEPOSIT AGREEMENT by and among LINKAGE TECHNOLOGIES INTERNATIONAL HOLDINGS LIMITED AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of , 2009Deposit Agreement • November 18th, 2009 • Linkage Technologies International Holdings LTD • New York
DEPOSIT AGREEMENT, dated as of [DATE], 2009, by and among (i) Linkage Technologies International Holdings Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands, and its successors (the “Company”), (ii) Citibank, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
Linkage Technologies International Holdings Limited [l] America Depositary Shares Each Representing [] Ordinary Shares ($0.01 par value per ordinary share) Underwriting AgreementUnderwriting Agreement • November 18th, 2009 • Linkage Technologies International Holdings LTD • New York
Citigroup Global Markets Inc. Barclays Capital Inc. As Representatives of the several Underwriters named in Schedule I-A hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
Linkage Technologies International Holdings Limited 10,200,000 America Depositary Shares Each Representing 102,000,000 Ordinary Shares ($0.01 par value per ordinary share) Underwriting AgreementUnderwriting Agreement • November 25th, 2009 • Linkage Technologies International Holdings LTD • Services-prepackaged software • New York
Citigroup Global Markets Inc. Barclays Capital Inc. As Representatives of the several Underwriters named in Schedule I-A hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
Nanjing ShunTian Industrials Co., Ltd. Form of Lease Agreements (Common Version)Lease Agreement • November 18th, 2009 • Linkage Technologies International Holdings LTD
Pursuant to the Contract Law of the People’s Republic of China and related rules of laws and regulations, Party A and Party B have negotiated and agreed on the matters that Party A will lease the property to Party B on a consensual and equal basis. The following contractual provisions have been agreed hereby:
Supplementary Agreement to the Trademark License AgreementsSupplementary Agreement to the Trademark License Agreements • November 18th, 2009 • Linkage Technologies International Holdings LTD
Confidentiality AgreementConfidentiality Agreement • November 18th, 2009 • Linkage Technologies International Holdings LTD
Based upon Party A’s Confidentiality Rules, Party B voluntarily signs this Confidentiality Agreement after equal negotiation with Party A and when signing employment agreement with Party A. Party B guarantees that any disclosure of Party A’s trade secret will not occur during the period of performing the employment agreement and within a certain period after Party B’s resignation. Both parties agree on the terms and conditions as follows:
Memorandum Of UnderstandingMemorandum of Understanding • November 18th, 2009 • Linkage Technologies International Holdings LTD
This is a Memorandum of Understanding (“Memo”), dated September 17, 2009, by and between Lianchuang Technology Company Limited (“Lianchuang Technology”), a limited company legally registered and validly existing under the laws of the People’s Republic of China, and Linkage Technology (Nanjing) Co., Ltd.(“Linkage Nanjing”), a wholly foreign-owned enterprise legally registered and validly existing under the laws of the People’s Republic of China, collectively referred to herein as “the Parties.”
Trademark License AgreementTrademark License Agreement • November 18th, 2009 • Linkage Technologies International Holdings LTD
Pursuant to the Trademark Law of the People’s Republic of China and its implementing rules, the two parties have reached an agreement to sign this trademark license agreement (the “Agreement”).
Form of Lock-up AgreementLock-Up Agreement • November 18th, 2009 • Linkage Technologies International Holdings LTD
The undersigned hereby agrees that the undersigned will not, without the prior written consent of Linkage Technologies International Holdings Limited (the “Company”), offer, sell, contract to sell, pledge, or otherwise dispose of or enter into any transaction designed to dispose of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned, directly or indirectly, any ordinary shares of the Company held by and registered in the register of members of the Company in the name of the undersigned and previously held in trust through one or more declarations of trust (the “Shares”), with respect to such Shares, except that the foregoing restrictions shall not apply to the following Shares according to the schedule below:
Patent Application Technology Licensing AgreementPatent Application Technology Licensing Agreement • November 18th, 2009 • Linkage Technologies International Holdings LTD
Patent and Patent Application Assignment AgreementPatent and Patent Application Assignment Agreement • November 18th, 2009 • Linkage Technologies International Holdings LTD
Form of Lease AgreementsLease Agreement • November 18th, 2009 • Linkage Technologies International Holdings LTD
Upon friendly mutual negotiation, Party A and B agree to enter into this Agreement in terms of the lease of the following property (see the floor plan of lease for details) and related issues, and both Parties shall abide by it.
EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 2009 • Linkage Technologies International Holdings LTD • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of Column A by and between Linkage Technologies International Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Column B, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
