0001144204-12-036820 Sample Contracts

UNDERWRITING AGREEMENT between Sunity Online Entertainment Limited
Underwriting Agreement • June 28th, 2012 • Sunity Online Entertainment LTD • Services-business services, nec • New York

The undersigned, Sunity Online Entertainment Limited, a Cayman Islands exempted limited liability company (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 ICM Capital Markets Ltd. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters for which the Representative is acting as representative (the Representative and such other underwriter or underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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AMENDMENT NO. 1 TO ESCROW AGREEMENT (Subscription Escrow Agreement)
Escrow Agreement • June 28th, 2012 • Sunity Online Entertainment LTD • Services-business services, nec • New York

THIS AMENDMENT NO. 1 TO ESCROW AGREEMENT (this “Amendment”), dated as of June 27, 2012, is made by and among Sunity Online Entertainment Limited (“Issuer”), ICM Capital Markets Ltd. (“Depositor”, and together with Issuer, sometimes referred to individually as “Party” and collectively as the “Parties”), and JPMorgan Chase Bank, N.A. (the “Escrow Agent”).

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