REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2014 • Sino Mercury Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _______, 2014, by and among Sino Mercury Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • July 18th, 2014 • Sino Mercury Acquisition Corp. • Blank checks • New York
Agreement made as of ______, 2014 between Sino Mercury Acquisition Corp., a Delaware corporation, with offices at 590 Madison Avenue, New York, New York 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 18th, 2014 • Sino Mercury Acquisition Corp. • Blank checks • New York
This Agreement is made as of ________, 2014 by and between Sino Mercury Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Re: Initial Public OfferingUnderwriting Agreement • July 18th, 2014 • Sino Mercury Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Sino Mercury Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one right (“Right”) to receive one-tenth of one share of Common Stock upon consummation of the Company’s initial Business Combination. Certain capitalized terms used herein are defined in paragraph 15 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 18th, 2014 • Sino Mercury Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2014 (“Agreement”), by and among SINO MERCURY ACQUISITION CORP., a Delaware corporation (“Company”), BEST APEX LTD., LODESTAR INVESTMENT HOLDINGS CORPORATION, TRUE PRECISION INVESTMENTS LIMITED, AIMIN SONG and BRADLEY REIFLER (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SINO MERCURY ACQUISITION CORP., WINS FINANCE HOLDINGS INC., WINS FINANCE GROUP LIMITED (“COMPANY”) AND THE SHAREHOLDERS OF THE COMPANY DATED AS OF APRIL 24, 2015Agreement and Plan of Reorganization • April 27th, 2015 • Sino Mercury Acquisition Corp. • Blank checks • New York
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of April 24, 2015, by and among Sino Mercury Acquisition Corp, a Delaware corporation (“Sino”), Wins Finance Holdings Inc., a Cayman Islands exempted company and wholly owned subsidiary of Sino (“Holdco”), Wins Finance Group Limited, a British Virgin Islands international business company (the “Company”), and each of Wits Global Limited, Appelo Limited, Glowing Assets Holdings Limited and Cosmic Expert Limited, each of which are British Virgin Islands international companies and shareholders of the Company that, collectively, own 100% of the Company’s outstanding capital and voting shares (“Company Shareholders”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 8th, 2014 • Sino Mercury Acquisition Corp. • Blank checks • New York
The undersigned, Sino Mercury Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Underwriter”) as follows:
TENANCY AGREEMENTTenancy Agreement • May 11th, 2015 • Sino Mercury Acquisition Corp. • Blank checks
By friendly negotiation between the parties hereto and pursuant to the laws of the PRC governing tenancy matters, it is hereby agreed that the terms and conditions of this tenancy agreement be reached and set out as below:
LOCK-UP AGREEMENTLock-Up Agreement • April 27th, 2015 • Sino Mercury Acquisition Corp. • Blank checks
In connection with the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of April 24, 2015, by and among Sino Mercury Acquisition Corp. (“Surviving Pubco”), Wins Finance Holdings Inc. (“Holdco”), Wins Finance Group Limited, (“Company”), and each of Wits Global Limited, Appelo Limited, Glowing Assets Holdings Limited and Cosmic Expert Limited (each to be referred to herein as the “undersigned”), and in order to induce the parties to consummate the transactions contemplated by the Merger Agreement, the undersigned agrees not to, either directly or indirectly, during the “Restricted Period” (as hereinafter defined):
LOAN CONTRACT (IN RMB) No. (2015) XINYINYINGDAI-016333Loan Contract • May 11th, 2015 • Sino Mercury Acquisition Corp. • Blank checks
This Loan Contract (this “Contract”) is entered into between Party A and Party B, under the China Contract Laws and General Rules on loans. Through fair consultation of the parties, it is agreed as follows:
TENANCY AGREEMENTTenancy Agreement • May 11th, 2015 • Sino Mercury Acquisition Corp. • Blank checks
LOAN CONTRACT (in RMB) Contract No. XD-2014-SHUOJIE-001Loan Contract • May 11th, 2015 • Sino Mercury Acquisition Corp. • Blank checks
Through fair consultation, it is agreed between the Borrower and the Lender that pursuant to the contract which was entered into between the Borrower and Tong Coal Zheneng Majialiang Coal Industry Company Limited (Contract number: JS201414-RZ-001, the financial leasing agreement), the Lender shall grant the loan to the Borrower as follows:
ESCROW AGREEMENTEscrow Agreement • April 27th, 2015 • Sino Mercury Acquisition Corp. • Blank checks • New York
ESCROW AGREEMENT (“Agreement”) dated __________ 2015 by and among Wins Finance Holdings Inc., a Cayman Islands exempted company (“Surviving Pubco”), the representative (the “Representative”), as representative of the former shareholders (the “Company Shareholders”) of Wins Finance Group Limited (the “Company”), and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Agreement and Plan of Reorganization dated as of April 24, 2015 (“Merger Agreement”).
