CONFIDENTIAL Fredy Bush Chief Executive Officer Xinhua Sports & Entertainment Limited 2201, Tower D, Central International Trade Center 6A Jian Wai Ave., Chaoyang District Beijing 100022, China Dear Ms. Bush:XINHUA SPORTS & ENTERTAINMENT LTD • October 30th, 2009 • Communications services, nec • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Xinhua Sports & Entertainment Limited (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement, the sale purchase agreement and any other documents executed and delivered by the Company and
