Dated the 31st day of December 2008 Xinhua Finance Media Limited and Pariya Holdings Limited and K&L Gates ESCROW AGREEMENTEscrow Agreement • April 30th, 2009 • XINHUA SPORTS & ENTERTAINMENT LTD • Communications services, nec • Hong Kong
XINHUA FINANCE MEDIA LIMITED, a company incorporated in the Cayman Islands whose registered office is located at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, Cayman Islands, British West Indies (“XFM”)
Strategic Cooperation AgreementStrategic Cooperation Agreement • April 30th, 2009 • XINHUA SPORTS & ENTERTAINMENT LTD • Communications services, nec
THIS STRATEGIC COOPERATION AGREEMENT (“this Agreement”) is made and entered into by the parties below in Beijing, the People’s Republic of China (“PRC”) on March 12, 2009:
PURCHASE AGREEMENT IN RESPECT OF SHARES IN THE CAPITAL OF STAREASE LIMITED AND OTHER ASSETS SET OUT HEREINPurchase Agreement • April 30th, 2009 • XINHUA SPORTS & ENTERTAINMENT LTD • Communications services, nec • Hong Kong
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the sufficiency, adequacy and receipt of which are hereby acknowledged, XFM, the Company, the Vendor and the Covenantor hereby agree as follows:
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • April 30th, 2009 • XINHUA SPORTS & ENTERTAINMENT LTD • Communications services, nec • Hong Kong
CONSENT, WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 30th, 2009 • XINHUA SPORTS & ENTERTAINMENT LTD • Communications services, nec • New York
THIS CONSENT, WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is entered into as of February 20, 2009, by and among XINHUA SPORTS & ENTERTAINMENT LIMITED (formerly known as XINHUA FINANCE MEDIA LIMITED), a Cayman Islands limited company (the “Borrower”), the Subsidiaries of the Borrower signatory hereto (collectively, the “Guarantors”), the financial institutions and investors signatory hereto (each a “Lender” and, collectively, the “Lenders”), and PATRIARCH PARTNERS AGENCY SERVICES, LLC, a Delaware limited liability company (“PPAS”), as agent for the Lenders (in such capacity, the “Agent”).
CREDIT AGREEMENT among XINHUA FINANCE MEDIA LIMITED as Borrower, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME GUARANTORS HEREUNDER as Guarantors, THE LENDERS PARTY HERETO, and PATRIARCH PARTNERS AGENCY SERVICES, LLC as Agent Dated as of October...Credit Agreement • April 30th, 2009 • XINHUA SPORTS & ENTERTAINMENT LTD • Communications services, nec • New York
CREDIT AGREEMENT, dated as of October 21, 2008, among XINHUA FINANCE MEDIA LIMITED, a Cayman Islands limited company (the “Borrower”), the Subsidiaries of the Borrower that from time to time become guarantors hereunder (collectively, the “Guarantors”), the persons listed in Schedule I hereto and other financial institutions and investors from time to time lenders hereunder (each a “Lender” and, collectively, the “Lenders”), and PATRIARCH PARTNERS AGENCY SERVICES, LLC, a Delaware limited liability company (“PPAS”), as agent for the Lenders (in such capacity, the “Agent”).
PURCHASE AGREEMENT IN RESPECT OF SHARES IN THE CAPITAL OF EVERFAME DEVELOPMENT LIMITED AND OTHER ASSETS SET OUT HEREINPurchase Agreement • April 30th, 2009 • XINHUA SPORTS & ENTERTAINMENT LTD • Communications services, nec • Hong Kong
Xinhua Sports & Entertainment Limited (formerly known as Xinhua Finance Media Limited), a company incorporated under the laws of the Cayman Islands with registration number 157511 with its registered address located at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, Cayman Islands, British West Indies (“XSEL”);
INVESTOR AND REGISTRATION RIGHTS AGREEMENT among XINHUA FINANCE MEDIA LIMITED, THE INVESTORS LISTED HEREIN and XINHUA FINANCE LIMITED Dated as of October 21, 2008Investor and Registration Rights Agreement • April 30th, 2009 • XINHUA SPORTS & ENTERTAINMENT LTD • Communications services, nec • New York
INVESTOR AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 21, 2008, among XINHUA FINANCE MEDIA LIMITED, a company organized under the laws of the Cayman Islands (the “Company”) and, the Investors listed in Schedule I hereof (each, an “Investor” and, collectively, the “Investors”), and XINHUA FINANCE LIMITED, a company organized under the laws of the Cayman Islands corporation (the “Parent”).
Cooperation AgreementCooperation Agreement • April 30th, 2009 • XINHUA SPORTS & ENTERTAINMENT LTD • Communications services, nec • Shaanxi
After friendly negotiations and abiding by the principles of mutual benefit, honesty and credibility, Party A and Party B entered into this Agreement in accordance with law on March 12, 2009, upon the terms and subject to the conditions as set forth below.
THIS AGREEMENT is made on the 31st day of December 2008 BETWEEN: WHEREAS: NOW IT IS HEREBY AGREED as follows:-Shareholder Agreement • April 30th, 2009 • XINHUA SPORTS & ENTERTAINMENT LTD • Communications services, nec • Hong Kong
MASTER AGREEMENT IN RESPECT OF CERTAIN ADVERTISING BUSINESSES www.klgates.comMaster Agreement • April 30th, 2009 • XINHUA SPORTS & ENTERTAINMENT LTD • Communications services, nec • Hong Kong
SECURITY AGREEMENTSecurity Agreement • April 30th, 2009 • XINHUA SPORTS & ENTERTAINMENT LTD • Communications services, nec • New York
THIS SECURITY AGREEMENT, dated as of October 21, 2008 (as amended, restated, supplemented, extended or otherwise modified from time to time, this “Agreement”), between XINHUA FINANCE MEDIA LIMITED, a Cayman Islands limited company (the “Grantor”), and PATRIARCH PARTNERS AGENCY SERVICES, LLC, a Delaware limited liability company, as agent for itself and for the benefit of the Lenders (as defined in the Credit Agreement referenced below) (in such capacity, the “Agent”).
CALL OPTION AGREEMENT BETWEEN JIA LUO BUSINESS CONSULTING (SHANGHAI) CO., LTD. (“JIA LUO”) AND SHANGHAI WAIGAOQIAO (GROUP) CO., LTD. (“GROUP”)Call Option Agreement • April 30th, 2009 • XINHUA SPORTS & ENTERTAINMENT LTD • Communications services, nec
