ASSIGNMENT AND ASSUMPTION and MANAGEMENT AGREEMENTManagement Agreement • July 6th, 2007 • China Software Technology Group Co LTD • Telephone communications (no radiotelephone) • Delaware
This Assignment and Assumption and Management Agreement (this “Agreement) is made and entered into on June 29, 2007, by and among the following parties (each, a “Party” and collectively, the “Parties”): China Software Technology Group Co., Ltd., a Delaware corporation (the “Company”), HXT Holdings, Inc., a Delaware corporation (the “Operating Subsidiary”), and Yuan Qing Li (the “Manager”).
MERGER AGREEMENTMerger Agreement • July 6th, 2007 • China Software Technology Group Co LTD • Telephone communications (no radiotelephone) • Delaware
Merger Agreement (the “Agreement”) dated as of June 29, 2007 by and among China Software Technology Group Co., Ltd., a corporation formed under the laws of the State of Delaware (“CSWT”), AWSG Acquisition Corp., a corporation newly formed under the laws of the State of Delaware and a wholly owned subsidiary of CSWT (the “Merger Sub”), and American Wenshen Steel Group, Inc., a corporation formed under the laws of the State of Delaware (“AWSG”). Each of CSWT, the Merger Sub, and AWSG is referred to herein individually as a “Party” and all are referred to collectively as the “Parties.”
STOCK OPTION AGREEMENTStock Option Agreement • July 6th, 2007 • China Software Technology Group Co LTD • Telephone communications (no radiotelephone) • Delaware
Stock Option Agreement (the “Agreement”) dated as of June 29, 2007 by and among Yuan Qing Li and Ling Chen as “Sellers” and Warner Technology & Investment Corp. as “Purchaser.” Each of the Purchaser and Sellers is referred to herein individually as a “Party” and all are referred to collectively as the “Parties.”
