REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 21st, 2007 • Neoview Holdings Inc. • Services-business services, nec • New York
This Agreement is made pursuant to and in connection with (i) the Securities Purchase Agreement between the Company and each Purchaser dated as of the date hereof (collectively, the “Purchase Agreement”), and (ii) the Private Placement Memorandum dated May 10, 2007 (the “Memorandum”) relating to the offering of securities of the Company pursuant to which the Purchasers purchased the Registrable Securities (as hereinafter defined).
Share Exchange AgreementShare Exchange Agreement • May 21st, 2007 • Neoview Holdings Inc. • Services-business services, nec • New York
This Share Exchange Agreement, dated as of May 16, 2007, is made by and among Neoview Holdings, Inc., a Nevada corporation (the “Acquiror Company”), Synergy Business Consulting, LLC (the “Principal Acquiror Company Shareholder”), each of the Persons listed on Exhibit A hereto (collectively, the “Shareholders”, and individually a “Shareholder”) and Jingwei International Investments Limited, a company incorporated in the British Virgin Islands (the “Company”).
ContractSecurities Agreement • May 21st, 2007 • Neoview Holdings Inc. • Services-business services, nec
THESE SECURITIES AND ANY SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THESE SECURITIES.
Form of Lock-Up]Lock-Up Agreement • May 21st, 2007 • Neoview Holdings Inc. • Services-business services, nec
SHARE ESCROW AGREEMENTShare Escrow Agreement • May 21st, 2007 • Neoview Holdings Inc. • Services-business services, nec • New York
This Escrow Agreement (the “Agreement”), dated May 16, 2007, is entered into by and among Neoview Holdings Inc., a Nevada corporation (the “Company”), CRT Capital Group LLC, as representative of the Investors (the “Investor Representative”), each stockholder of Jingwei International Investments Limited (“Jingwei”) named in Exhibit A (collectively, the “Stockholders”) to the Share Exchange Agreement of even date herewith between and among Jingwei, Synergy Business Consulting LLC, the Stockholders and the Company, and Continental Stock Transfer & Trust Company (hereinafter referred to as “Escrow Agent”) (a copy of such Exhibit has been delivered to the Escrow Agent). All capitalized terms used but not defined herein shall have the meanings assigned them in that certain Securities Purchase Agreement, dated on or about the date hereof, 2007 (“Purchase Agreement”), between the Company and each Investor in the offering the subject of the Purchase Agreement (each an “Investor” and collectivel
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 21st, 2007 • Neoview Holdings Inc. • Services-business services, nec • New York
This Securities Purchase Agreement (the “Agreement”) is dated as of May 16, 2007, by and among Neoview Holdings Inc. (the “Company”) and each of the investors identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”). For the avoidance of doubt, unless the context otherwise requires, all references to the “Company” herein shall include, without limitation, the acquired assets and business of Jingwei International Investments Limited (“Jingwei”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 7 hereof.
AGREEMENT AND PLAN OF MERGER between NEOVIEW HOLDINGS, INC. and JINGWEI INTERNATIONAL LIMITED Dated as of May 16, 2007Merger Agreement • May 21st, 2007 • Neoview Holdings Inc. • Services-business services, nec • Nevada
AGREEMENT AND PLAN OF MERGER, dated as of May 16, 2007, between Neoview Holdings, Inc., a Nevada corporation ("Parent"), and Jingwei International Limited, a Nevada corporation and a direct wholly-owned subsidiary of Parent ("Sub"). Parent and Sub are hereinafter collectively referred to as the "Constituent Corporations."
