COMMON STOCK PURCHASE WARRANTWarrant Agreement • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec • New York
ActiveWorlds Corp., a Delaware corporation (the “Company”), hereby certifies that, for value received Wallington Investment Holding Ltd. or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date set forth above (the “Vesting Date”), 461,847 shares of the Company’s common stock (the “Warrant Shares”), at the Warrant Exercise Price set forth below, at any time until 5:00 p.m., E.S.T on the date five (5) years from the date hereof (the “Expiration Date”). The number and character of the shares of the Company’s common stock (“Common Stock”) issuable upon the exercise of this warrant (this “Warrant”) and the Warrant Exercise Price are subject to adjustment as provided herein. Subject to adjustment as provided herein, the term “Warrant Exercise Price” shall be equal to $0.498 price per share. The Company may reduce the Warrant Exercise Price without the consent of the Holder.
AMENDMENT TO WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ACTIVEWORLDS CORP.Warrant Agreement • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec
This Amendment is made as of December 16, 2009 (this “Amendment”) to that certain Warrant for the Purchase of Shares of Common Stock of Activeworlds Corp. made and entered into as of October 6, 2008 by and among Activeworlds Corp. (the “Company”) and Michael Gardner (the “Holder”) (the “Warrant”).
AMENDMENT TO WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ACTIVEWORLDS CORP.Warrant Amendment • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec
This Amendment is made as of December 16, 2009 (this “Amendment”) to that certain Warrant for the Purchase of Shares of Common Stock of Activeworlds Corp. made and entered into as of October 6, 2008 by and among Activeworlds Corp. (the “Company”) and Paul Goodman (the “Holder”) (the “Warrant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec • New York
AMENDED AND RESTATED CALL OPTION AGREEMENTCall Option Agreement • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED CALL OPTION AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2009 (the “Effective Date”), between Jia Zhi Hong and Zhao Bin, residents of the People’s Republic of China (the "Purchaser" or “Purchasers”) and Huo Yong Lin, a resident of Hong Kong Special Administration Region (the “Seller”). Purchasers and Seller are also referred to herein together as the “Parties” and individually as a “Party”.
PURCHASE OPTION AGREEMENTPurchase Option Agreement • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec
This Purchase Option Agreement (this "Agreement") is entered into by and among all the parties below in Wuhan China on June 30th, 2009:
Exclusive Management Consulting and Technical Support AgreementExclusive Management Consulting and Technical Support Agreement • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec
This Exclusive Management Consulting and Technical Support Agreement (this “Agreement”) is entered into by and between the following two parties in Wuhan China on June 30th, 2009:
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec
Reference is made to that certain Registration Rights Agreement (the “Registration Rights Agreement”) dated as of December 22, 2009 between Kingold Jewelry, Inc. (formerly, ActiveWorlds Corp.), a Delaware corporation and (the “Company"), and the investors set forth on Schedule “A” hereto (each an “Investor” and collectively, the “Investors”) whereby the Investors received certain registration rights regarding shares of the Company’s common stock purchased by the Investors, upon the terms and subject to the conditions more fully set forth therein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Registration Rights Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec • New York
This Executive Employment Agreement (the “Agreement”) is made as of April 1, 2010 (the “Effective Date”), by and between Kingold Jewelry, Inc., a Delaware corporation (the “Company”) and Bin Liu, an individual residing at 384 Town Place, Cir, Buffalo Grove, IL 60089 (“Executive”).
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec • New York
This Make Good Escrow Agreement, dated as of December 23, 2009 (the “Agreement”), is entered into by and among ActiveWorlds Corp., a U.S. public reporting company (the “Company”), Famous Grow Holdings Limited (the “Make Good Pledgor”), the investors listed on the Schedule of Investors attached hereto as Schedule I and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”), Baytree Capital Associates, LLC, a Delaware limited liability company, as representative of the Investors (the “Investor Agent”), and Paul Goodman, Esq., as escrow agent (“Escrow Agent”).
AMENDMENT TO WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ACTIVEWORLDS CORP.Warrant for the Purchase of Shares of Common Stock • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec
This Amendment is made as of December 16, 2009 (this “Amendment”) to that certain Warrant for the Purchase of Shares of Common Stock of Activeworlds Corp. made and entered into as of October 6, 2008 by and among Activeworlds Corp. (the “Company”) and Darryl Cramer (the “Holder”) (the “Warrant”).
Pledge of Equity AgreementPledge of Equity Agreement • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec
This Pledge of Equity Agreement (this “Agreement”) is entered into by and between the following two parties in Wuhan China on June 30th, 2009;
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [DATE], 2010, between Kingold Jewelry, Inc., a Delaware corporation (the “Company”), and [INSERT NAME OF EXECUTIVE OFFICER OR DIRECTOR] (collectively with such person’s heirs, executors, administrators and other personal representatives, the “Indemnitee”), an officer or director of the Company.
BAYTREE CAPITALConsulting Agreement • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec • New York
This letter serves to confirm the agreement entered into between us whereby Kingold Jewelry, Inc., a Delaware company, (“Kingold” or the “Company”) retains Baytree Capital Associates LLC, a Delaware LLC, (the “Consultant”) as the Company’s exclusive financial advisor (with the exception of the Company’s relationship with Rodman & Renshaw, LLC or such other party as we may from time to time exclude) for a period of eighteen (18) months to perform business and financial consulting services for the Company. As part of its duties, the Consultant shall, on written request of the Company, provide advice and guidance in the following areas:
FORM OF KINGOLD JEWELRY, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec • New York
The undersigned, Kingold Jewelry, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
Shareholders’ Voting Proxy AgreementShareholders’ Voting Proxy Agreement • October 1st, 2010 • Kingold Jewelry, Inc. • Services-business services, nec
This Shareholders’ Voting Proxy Agreement (this “Agreement”) is entered into by and between the following parties in Wuhan China on June 30th, 2009:
