SHARE PURCHASE AND TRANSFER AGREEMENT
AGREEMENT,
dated January 21, 2010, among the “Purchasing Group” and the undersigned
individual persons (each an “Insider” and collectively the
“Insiders”).
RECITALS:
A. CS
China Acquisition Corp., a Cayman Islands exempted company (the “Company”), will
hold an extraordinary general meeting of its shareholders to consider and act
upon, among other things, a proposal (the “Acquisition Proposal”) to adopt and
approve the Stock Purchase Agreement, dated as of October 6, 2009, as amended
(“Acquisition Agreement”), among the Company, Asia Gaming & Resort Limited
(“AGRL”) and Spring Fortune Investment Ltd, providing for the acquisition
(“Acquisition”) by the Company of all of the outstanding capital stock of
AGRL.
B. The
Purchasing Group desires to
purchase up to 300,000 ordinary shares (the “Purchased Shares”) of the
Company that were sold in the Company’s initial public offering. For this, the Purchasing Group will
receive 0.40 Founders Shares for each ordinary share
purchased.
C. In
order to increase the likelihood of the approval of the Acquisition Proposal,
the Purchasing Group has agreed
to vote such Purchased Shares in favor of the Acquisition Proposal at the
extraordinary general meeting and not redeem for cash in trust, all upon
the terms and conditions set forth herein.
IT IS
AGREED:
1. Purchase and Voting of
Shares.
(a) The
Purchasing Group hereby agree(s) it will purchase the Purchased Shares with time
to vote in favor of the transaction. Purchasing Group further agrees that
it will not sell any of the Purchased Shares at a price of less than $6.00 per
share for one year from the consummation of the Acquisition.
(b) Solely
with respect to the vote for the Acquisition Proposal and the other proposals
presented to the shareholders of the Company for consideration at the
extraordinary general meeting relating to the Acquisition, the Purchasing Group
hereby irrevocably appoints the Insiders and each of them each with full power
of substitution, as its proxy and attorney-in-fact, to the full extent of the
Purchasing Group’s rights with respect to the Purchased Shares (and any and all
other shares or securities or rights issued or issuable in respect thereof) to
vote in such manner as each such person or his substitute shall in his sole
discretion deem proper, and to otherwise act (including without limitation
acting by written consent) with respect to all the Purchased Shares at any
extraordinary general meeting of shareholders (whether or not adjourned) of the
Company held until February 15, 2011. This proxy is coupled with an
interest and is irrevocable. Execution by the Purchasing Group of
this Agreement shall revoke, without further action, all prior proxies granted
by the Purchasing Group at any time with respect to the Purchased Shares (and
such other shares or other securities) and no subsequent proxies will be given
by the Purchasing Group (and if given will be deemed not to be
effective). If the original holder of the Purchased Shares has
already exercised its rights to demand that the Company convert such shares into
cash, the Purchasing Group shall cause such original holder to withdraw and
revoke such exercise.
2. Insider Stock
Transfers. In consideration of the agreements made by the Purchasing
Group pursuant to this Agreement, if (i) the Purchasing Group purchases the
Purchased Shares, (ii) such Purchased Shares are voted in favor of the
Acquisition Proposal without a corresponding request for conversion of such
shares into cash, (iii) the Acquisition Proposal is approved and (iv) the
transactions contemplated by the Acquisition Agreement are consummated, the
Insiders will, promptly after the closing of the Acquisition, transfer to the
Purchasing Group their pro-rata portion of up to 120,000 ordinary shares
(“Founder Shares”) of the Company beneficially owned by them. The Founder Shares
shall be re-issued in the name of the Purchasing Group either in physical
certificate form or electronically using Depository Trust Company’s DWAC
(Deposit Withdrawal at Custodian) System as directed by the Purchasing
Group.
3. Registration of
Shares. Promptly after consummation of the Acquisition, the
Company shall file a registration statement covering the resale by the
Purchasing Group of the Founder Shares and use its commercially reasonable
efforts to have such registration statement declared effective by the Securities
and Exchange Commission as soon as possible.
4. Representations of
Purchasing Group. The Purchasing Group hereby represents and
warrants to the Insiders that:
(a) The
Purchasing Group, in making the decision to receive the Founder Shares from the
Insiders, has not relied upon any oral or written representations or assurances
from the Insiders or any of its officers, directors, partners or employees or
any other representatives or agents.
(b) This
Agreement has been validly authorized, executed and delivered by the Purchasing
Group and, assuming the due authorization, execution and delivery thereof by the
other parties hereto, is a valid and binding agreement enforceable in accordance
with its terms, subject to the general principles of equity and to bankruptcy or
other laws affecting the enforcement of creditors’ rights
generally. The execution, delivery and performance of this Agreement
by the Purchasing Group does not and will not conflict with, violate or cause a
breach of, constitute a default under, or result in a violation of (i) any
agreement, contract or instrument to which the Purchasing Group is a party which
would prevent the Purchasing Group from performing its obligations hereunder or
(ii) any law, statute, rule or regulation to which the Purchasing Group is
subject.
(c) The
Purchasing Group acknowledges that it has had the opportunity to review this
Agreement and the transactions contemplated by this Agreement with the
Purchasing Group’s own legal counsel and investment and tax
advisors. The Purchasing Group is not relying on any statements or
representations of the Company or any of its representatives or agents for
legal, tax or investment advice with respect to this Agreement or the
transactions contemplated by the Agreement.
5. Insider
Representations. Each of the Insiders hereby represents and
warrants to the Purchasing Group that:
(a) This
Agreement has been validly authorized, executed and delivered by each of the
Insiders and, assuming the due authorization, execution and delivery thereof by
the other parties hereto, is a valid and binding agreement enforceable in
accordance with its terms, subject to the general principles of equity and to
bankruptcy or other laws affecting the enforcement of creditors’ rights
generally. The execution, delivery and performance of this Agreement
by each of the Insiders does not and will not conflict with, violate or cause a
breach of, constitute a default under, or result in a violation of (i) any
agreement, contract or instrument to which the Insiders is a party which would
prevent the Insiders from performing their obligations hereunder or (ii) any
law, statute, rule or regulation to which the Insiders are subject.
(b) Each
Insider is the beneficial owner of the Founder Shares listed next to his or her
name on Schedule A and will transfer to the Purchasing Group promptly after the
closing of the Acquisition good marketable title to the Founder Shares free and
clear of any liens, claims, security interests, options charges or any other
encumbrance whatsoever, except for restrictions imposed by federal and state
securities laws.
6. Disclosure; Exchange Act
Filings. Promptly upon execution of this Agreement, the Company will
issue a press release describing this Agreement and file a Report of Foreign
Private Issuer on Form 6-K under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) reporting such execution. The parties to this Agreement
shall cooperate with one another to assure that all such disclosures are
accurate and consistent.
7. Entire Agreement;
Amendment. This Agreement constitutes the entire agreement among the
parties with respect to the subject matter hereof and may be amended or modified
only by written instrument signed by all parties. The headings in this Agreement
are for convenience of reference only and shall not alter or otherwise affect
the meaning hereof.
8. Governing Law. This
Agreement shall be governed by and construed in accordance with the law of the
State of New York, including the conflicts of law provisions and interpretations
thereof.
9. Counterparts. This
Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement. Delivery of an executed signature page by facsimile or
other electronic transmission shall be effective as delivery of a manually
signed counterpart of this Agreement.
10. Termination. Notwithstanding
any provision in this Agreement to the contrary, this Agreement shall become
null and void and of no force and effect (i) upon the termination of the
Acquisition Agreement prior to the consummation of the Acquisition or (ii) if
the Purchasing Group fails to purchase the Purchased Shares as contemplated by
Section 1 hereof. Notwithstanding any provision in this Agreement to
the contrary, the Insiders’ obligation to transfer the Founder Shares to the
Purchasing Group shall be conditioned on the consummation of the
Acquisition.
11. Remedies. Each
of the parties hereto acknowledges and agrees that, in the event of any breach
of any covenant or agreement contained in this Agreement by the other party,
money damages may be inadequate with respect to any such breach and the
non-breaching party may have no adequate remedy at law. It is
accordingly agreed that each of the parties hereto shall be entitled, in
addition to any other remedy to which they may be entitled at law or in equity,
to seek injunctive relief and/or to compel specific performance to prevent
breaches by the other party hereto of any covenant or agreement of such other
party contained in this Agreement.
12. Acknowledgement;
Waiver. Purchasing Group (i) acknowledges that the Insiders
may possess or have access to material non-public information which has not been
communicated to the Purchasing Group; (ii) hereby waives any and all claims,
whether at law, in equity or otherwise, that he, she, or it may now have or may
hereafter acquire, whether presently known or unknown, against the Insiders or
any of its officers, directors, employees, agents, affiliates, subsidiaries,
successors or assigns relating to any failure to disclose any non-public
information in connection with the transaction contemplated by this Agreement,
including without limitation, any claims arising under Rule 10-b(5) of the
Securities and Exchange Act of 1934; and (iii) is aware that the Insiders are
relying on the truth of the representations set forth in Section 4 of this
Agreement and the foregoing acknowledgement and waiver in clauses (i) and (ii)
above, respectively, in connection with the transactions contemplated by this
Agreement.
13. Binding Effect;
Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
successors and permitted assigns. This Agreement shall not be
assigned by either party without the prior written consent of the other party
hereto.
[Signature
Page Follows]
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CS
CHINA ACQUISITION CORP.
Solely
with respect to its obligations set
forth
in Section 3 hereof
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By:
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/s/ Xxxxx Xxxxxxxxx | |
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Name:
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Xxxxx Xxxxxxxxx | |
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Title:
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Director & CFO | |
[Signature
Page to Agreement Dated January 21, 2010]
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
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Director
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/s/
Xxxxx Xxx
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Xxxxx
Xxx
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Date: January
20, 2010
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/s/
Xxxxxxx Xxxx
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Xxxxxxx
Xxxx
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Date: January
20, 2010
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/s/
Xxxxx Xxxxxxxxx
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Xxxxx
Xxxxxxxxx
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Date: January
20, 2010
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/s/
Xxxxx Xx
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Xxxxx
Xx
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Date: January
21, 2010
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/s
/Xxxxxxx Xxxxx
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Xxxxxxx
Xxxxx
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Date:
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/s/
Xxxxxxx Xxxx
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Xxxxxxx
Xxxx
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Date: January
21,
2010
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SCHEDULE
A
Founder
Shares transferred per share purchased under the agreement:
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Number of Shares
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Xxxxx
Xxx
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0.180
per share purchased
Maximum
of 54,000 shares in aggregate
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Xxxxxxx
Xxxx
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0.060
per share purchased
Maximum
of 18,000 shares in aggregate
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Xxxxx
Xxxxxxxxx
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0.051
per share purchased
Maximum
of 15,300 shares in aggregate
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Xxxxx
Xx
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0.051
per share purchased
Maximum
of 15,300 shares in aggregate
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Xxxxxxx
Xxxxx
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0.040
per share purchased
Maximum
of 12,000 shares in aggregate
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Xxxxxxx
Xxxx
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0.018
per share purchased
Maximum
of 5,400 shares in
aggregate
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PURCHASING
GROUP:
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PURCHASING
GROUP:
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By:
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Investgold Limited |
By:
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Name:
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/s/ Xxxxxxx Xxx |
Name:
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Title:
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Director |
Title:
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Shares
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95,000 |
Shares
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PURCHASING
GROUP:
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PURCHASING
GROUP:
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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Shares
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Shares
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PURCHASING
GROUP:
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PURCHASING
GROUP:
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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Shares
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Shares
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PURCHASING
GROUP:
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PURCHASING
GROUP:
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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Shares
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Shares
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