Loyalty Alliance Enterprise Corp Sample Contracts

LOYALTY ALLIANCE ENTERPRISE CORPORATION AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT
At-Will Employment Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California

As a condition of my employment with Loyalty Alliance Enterprise Corporation, its subsidiaries, affiliates, successors or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:

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Software Copyright Transfer Agreement Between PayEase Technology (Beijing) Co., Ltd. (Transferor) And Zhiteng Infotech (Shenzhen) Co., Ltd. (Transferee) February 12, 2011
Software Copyright Transfer Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

This Software Copyright Transfer Agreement (this “Agreement”) is entered into in Beijing on February 12, 2011 between the following parties:

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Nominee Agreement between PayEase Beijing (HK) Limited and Loyalty Alliance Enterprise Corporation December 3, 2010
Nominee Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California

This Nominee Agreement (this “Agreement”) is entered into as of December 3, 2010 between PayEase Beijing (HK) Limited, a Hong Kong corporation and its Subsidiaries (“PayEase Beijing” or “Nominee”), on the one hand, and Loyalty Alliance Enterprise Corporation, a Cayman Islands company, and its Subsidiaries (“Loyalty Alliance” or “Beneficial Owner”), on the other hand. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.

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LOYALTY ALLIANCE ENTERPRISE CORPORATION American Depositary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • May 9th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • New York
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LOYALTY ALLIANCE ENTERPRISE CORPORATION SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • December 9th, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into and made effective as of December 2, 2011 (the “Effective Date”), by and among Loyalty Alliance Enterprise Corporation, a Cayman Islands company, (the “Company”), the persons and entities listed on Exhibit A attached herein as holders of Series A Preference Shares of the Company (the “Series A Holders”), the persons and entities listed on Exhibit B attached herein as holders of Series B Preference Shares of the Company (the “Series B Holders”), the persons and entities listed on Exhibit C attached herein as holders of Series C Preference Shares of the Company (the “Series C Holders”), the persons and entities listed on Exhibit D attached herein as holders of Series D Preference Shares of the Company (the “Series D Holders”), the persons and entities listed on Exhibit E attached herein as holders of Series E Preference Shares of the Company, (the “Series E Holders”), the persons and entities

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BUSINESS PURCHASE FRAMEWORK AGREEMENT by and between Loyalty Alliance Enterprise Corporation and I-Equity Management Limited
Business Purchase Framework Agreement • March 19th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California

This Business Purchase Framework Agreement (this “Agreement”) is entered into by and between the following parties as of December 8th, 2010:

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CROSS LICENSE AGREEMENT
Cross License Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California

This CROSS LICENSE AGREEMENT (this “Agreement”) is made and entered into this 14th day of February, 2011, and effective as of February 1, 2010 (the “Effective Date”), by and between Loyalty Alliance Enterprise Corporation, a company organized and existing under the laws of the Cayman Islands and its Affiliates other than PayEase and its subsidiaries (hereinafter referred to as “LA”), and PayEase Corp., a corporation organized and existing under the laws of the State of Delaware and its Affiliates other than LA and its subsidiaries (“PayEase”). LA and PayEase are referred to herein individually each as a “Party” and collectively as the “Parties”.

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Master Separation Agreement between PayEase Corp. and Loyalty Alliance Enterprise Corporation January 21, 2010
Master Separation Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California

This Master Separation Agreement (this “Agreement”) is entered into as of January 21, 2010 between PayEase Corp., a Delaware corporation (“PayEase”), and Loyalty Alliance Enterprise Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Loyalty Alliance”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article V hereof.

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INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT
Indemnification & Liability • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California

This Indemnification and Insurance Matters Agreement (this “Agreement”) is entered into as of July 1, 2011 and made effective as of the Separation Date, between PayEase Corp., a Delaware corporation (“PayEase”), and Loyalty Alliance Enterprise Corporation, a Cayman Islands company (“Loyalty Alliance”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in ARTICLE IV below.

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3G Telemarketing Cooperation Agreement by and between China Unicom Co., Ltd. Zhejiang Branch and Ningbo Jingxun Communications Equipment Co., Ltd.
3g Telemarketing Cooperation Agreement • May 9th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation
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LOYALTY ALLIANCE ENTERPRISE CORPORATION [COLUMN A] EMPLOYMENT AGREEMENT
Employment Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California

This Agreement is entered into as of [Column B] (the “Effective Date”) by and between Loyalty Alliance Enterprise Corporation (the “Company”), and [Column A] (“Executive”).

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BUSINESS LOAN AGREEMENT
Business Loan Agreement • March 19th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

THIS BUSINESS LOAN AGREEMENT dated December 22, 2011, is made and executed between LAEC Enterprise Corporation (“Borrower”) and CATHAY BANK, a California Banking Corp. (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

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Tripartite Agreement
Tripartite Agreement • April 13th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

As long-term strategic partner of Party A, Party B has a permanent and profound cooperation relationship with Party A. For the consideration of strategic development, as the professional market expansion companies of communications industry, Party B decided to transfer all business cooperation agreements with Party A to Party C, after the friendly consultations, the Parties reached an agreement as follows:

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

This Indemnification Agreement (the “Agreement”) is entered into as of , by and between Loyalty Alliance Enterprise Corporation, a Cayman Islands company (the “Company”), and the undersigned (“Indemnitee”).

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GSM BUSINESS COOPERATION AGREEMENT Between China Unicom Co., Ltd. Chengdu Branch And Talkie Technology (Shenzhen) Co., Ltd. Dated January 1, 2012
GSM Business Cooperation Agreement • May 9th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation
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Tripartite Agreement
Tripartite Agreement • April 13th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

As long-term strategic partner of Party A, Party B has a permanent and profound cooperation relationship with Party A. For the consideration of strategic development, as the professional market expansion companies of communications industry, Party B decided to transfer all business cooperation agreements with Party A to Party C, after the friendly consultations, the Parties reached an agreement as follows:

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Supplemental Business Purchase Framework Agreement by and between Loyalty Alliance Enterprise Corporation and I-Equity Management Limited March 17, 2012
Business Purchase Framework Agreement • March 19th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

Loyalty Alliance Enterprise Corporation, a company legally registered and validly existing in the Cayman Islands, with its registered address at Suite 6005, 60/F, Central Plaza 18 Harbour Road, Wanchai, Hong Kong; and

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Contract
Promissory Note • March 19th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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BUSINESS LOAN AGREEMENT
Business Loan Agreement • March 19th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California

THIS BUSINESS LOAN AGREEMENT dated December 12, 2011, is made and executed between LAEC Enterprise Corporation (“Borrower”) and Far East National Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

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Supplemental Business Purchase Framework Agreement by and between Loyalty Alliance Enterprise Corporation and I-Equity Management Limited March 17, 2012
Supplemental Business Purchase Framework Agreement • March 19th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

Loyalty Alliance Enterprise Corporation, a company legally registered and validly existing in the Cayman Islands, with its registered address at Suite 6005, 60/F, Central Plaza 18 Harbour Road, Wanchai, Hong Kong; and

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LOYALTY ALLIANCE ENTERPRISE CORPORATION EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
Employee Confidential Information and Invention Assignment Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • Hong Kong

In partial consideration and as a condition of my employment or continued employment with Loyalty Alliance Enterprise Corporation, a Cayman Islands company (the “Company,” which together with any parent, subsidiary, affiliate, or successor is hereinafter referred to as the “Company Group”), and effective as of the date that my employment with the Company first commenced, I hereby agree as follows:

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SUPPLEMENTAL BUSINESS PURCHASE FRAMEWORK AGREEMENT (2) by and between Loyalty Alliance Enterprise Corporation and I-Equity Management Limited June 20, 2012
Supplemental Business Purchase Framework Agreement • July 12th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

This Supplemental Business Purchase Framework Agreement (2) (this “Supplemental Agreement”) is entered into by and between the following parties as of June 20, 2012:

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ASSUMPTION AGREEMENT
Assumption Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged PayEase Technology (Beijing) Co., Ltd. hereby assumes the obligations of PayEase Beijing (HK) Limited and its subsidiaries under that certain Nominee Agreement dated December 3, 2010 by and between Loyalty Alliance Enterprise Corporation and its subsidiaries, on the one hand, and PayEase Beijing (HK) Limited and its subsidiaries, on the other hand. This Assumption Agreement is effective as of the date of that certain Equity Transfer Agreement by and among PayEase (HK) Limited, Beijing PayEase E-Commerce Co., Ltd. and Beijing Jinquan Travel Service Co., Ltd. pursuant to which PayEase Beijing (HK) Limited transferred its equity interest in PayEase Technology (Beijing) Co., Ltd. Loyalty Alliance Enterprise Corporation and its subsidiaries are express third party beneficiaries under this Assumption Agreement.

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SUPPLEMENTAL BUSINESS PURCHASE FRAMEWORK AGREEMENT by and between Loyalty Alliance Enterprise Corporation and I-Equity Management Limited December 19, 2011
Supplemental Business Purchase Framework Agreement • March 19th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

This Supplemental Business Purchase Framework Agreement (this “Supplemental Agreement”) is entered into by and between the following parties as of December 19, 2011:

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BUSINESS PURCHASE FRAMEWORK AGREEMENT
Business Purchase Framework Agreement • March 19th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

This Business Purchase Framework Agreement (“this Agreement”) is entered into by and between the following parties as of September 20, 2011:

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AMENDMENT NO. 1 TO PROMISSORY NOTE
Promissory Note • April 13th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

This Amendment No. 1 to Promissory Note (this “Amendment”) is entered into by and between LAEC Enterprise Corporation, a California corporation (the “Company”), and (the “Investor”) as of this day of April 2012 with reference to the following:

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Telemarketing Cooperation Agreement
Telemarketing Cooperation Agreement • May 9th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation
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Supplemental Business Purchase Framework Agreement by and between Loyalty Alliance Enterprise Corporation and I-Equity Management Limited March 17, 2012
Business Purchase Framework Agreement • March 19th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

Loyalty Alliance Enterprise Corporation, a company legally registered and validly existing in the Cayman Islands, with its registered address at Suite 6005, 60/F, Central Plaza 18 Harbour Road, Wanchai, Hong Kong; and

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SUPPLEMENTAL BUSINESS PURCHASE FRAMEWORK AGREEMENT (2) by and between Loyalty Alliance Enterprise Corporation and I-Equity Management Limited June 20, 2012
Supplemental Business Purchase Framework Agreement • July 12th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

This Supplemental Business Purchase Framework Agreement (2) (this “Supplemental Agreement”) is entered into by and between the following parties as of June 20, 2012:

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Supplemental Business Purchase Framework Agreement by and between Loyalty Alliance Enterprise Corporation and I-Equity Management Limited March 17, 2012
Supplemental Business Purchase Framework Agreement • March 19th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

Loyalty Alliance Enterprise Corporation, a company legally registered and validly existing in the Cayman Islands, with its registered address at Suite 6005, 60/F, Central Plaza 18 Harbour Road, Wanchai, Hong Kong; and

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NAME OF WFOE] CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT (PRC EMPLOYEES)
Confidentiality Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

As a condition of my employment with [NAME OF WFOE] (the “Company” and, together with all of its direct or indirect parent companies, subsidiaries or subsidiaries of its parent companies, collectively referred to as the “Company Group”) and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:

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BUSINESS PURCHASE FRAMEWORK AGREEMENT
Business Purchase Framework Agreement • April 13th, 2012 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

This Business Purchase Framework Agreement (this “Agreement”) is entered into by and between the following parties as of March 20, 2012:

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LOYALTY ALLIANCE ENTERPRISE CORPORATION [COLUMN A] EMPLOYMENT AGREEMENT
Employment Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California

This Agreement is entered into as of [Column B] (the “Effective Date”) by and between Loyalty Alliance Enterprise Corporation (the “Company”), and [Column A] (“Executive”).

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Transition Services Agreement between PayEase Corp. and Loyalty Alliance Enterprise Corporation February 1, 2010
Transition Services Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California

This Transition Services Agreement (this “Agreement”) is entered into as of February 1, 2010 and effective as of the Separation Date (as defined in the Separation Agreement), between PayEase Corp., a Delaware corporation (“PayEase”), and Loyalty Alliance Enterprise Corporation, a Cayman Islands company (“Loyalty Alliance”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.

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Amended and Restated Assumption Agreement
Assumption Agreement • August 8th, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, PayEase Technology (Beijing) Co., Ltd. (“PayEase Technology Beijing”) hereby assumes all the rights and obligations of PayEase Beijing (HK) Limited (“PayEase Beijing”) and its subsidiaries under that certain Nominee Agreement dated December 3, 2010 by and between Loyalty Alliance Enterprise Corporation and its subsidiaries, on the one hand, and PayEase Beijing (HK) Limited and its subsidiaries, on the other hand (the “Nominee Agreement”). This Amended and Restated Assumption Agreement is effective as of the date of that certain Equity Transfer Agreement by and among PayEase (HK) Limited, Beijing PayEase E-Commerce Co., Ltd. and Beijing Jinquan Travel Service Co., Ltd. pursuant to which PayEase Beijing (HK) Limited transferred its equity interest in PayEase Technology (Beijing) Co., Ltd. PayEase Beijing Limited and Loyalty Alliance Enterprise Corporation each consent to the assumption by Pa

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