EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 31st, 2007 • Ascend Acquisition Corp. • Blank checks • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of , 2007, by and between ePAK International Limited, a Bermuda limited company having its principal place of business at 4926 Spicewood Springs Road, Austin, Texas 78759 (the “Company”), and , an individual resident of (“Executive”).
VOTING AGREEMENTVoting Agreement • July 31st, 2007 • Ascend Acquisition Corp. • Blank checks • Texas
VOTING AGREEMENT, dated as of this 30th day of July 2007 (“Agreement”), among each of the persons listed under the caption “Ascend Group” on the Signature Page hereto (the “Ascend Group”), ePak Holdings Ltd. (“EPH”), each of the persons listed under the caption “ePak Group” on the Signature Page hereto (collectively with EPH, the “ePAK Group”), Ascend Acquisition Corp. (“Ascend”) and Ascend Company Limited (“Company”). Each of the Ascend Group and the ePak Group (as defined above) is sometimes referred to herein as a “Group.” For purposes of this Agreement, each person who is a member of either the Ascend Group or the ePAK Group is referred to herein individually as a “Shareholder” and collectively as the “Shareholders.”
LOCK-UP AGREEMENT July 30, 2007Lock-Up Agreement • July 31st, 2007 • Ascend Acquisition Corp. • Blank checks
An Agreement and Plan of Reorganization (the “Agreement”), dated July 30, 2007, has been executed by and among Ascend Acquisition Corp. (“Ascend”), Ascend Company Limited, a Bermuda limited company and wholly owned subsidiary of Ascend via its nominee (“Amalgamation Sub”), ePak Holdings Limited, a limited liability company incorporated in the Hong Kong Special Administrative Region of the People’s Republic of China (“EHL”), and ePak Resources (S) Pte Ltd, a Singapore limited company and wholly owned subsidiary of EHL (“ePak”). Any terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement. Under the terms of the Agreement, at closing of the transactions contemplated by the Agreement, (1) Ascend and Amalgamation Sub will be amalgamated under Bermuda law, the separate existence of each shall cease and a continuing entity (“Continuing Corporation”) shall succeed to all of their rights and obligations and (2) Continuing Corporation will acquire all of the
ESCROW AGREEMENTEscrow Agreement • July 31st, 2007 • Ascend Acquisition Corp. • Blank checks • Texas
ESCROW AGREEMENT (“Agreement”) dated , 2007 by and among ePAK INTERNATIONAL LTD., a Bermuda limited company (“Parent”), EPAK HOLDINGS LTD., a Hong Kong limited company (“EHL”), HOCK VOON LOO, as the representative (the “Representative”) of EHL and its stockholders, and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow agent (the “Escrow Agent”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ASCEND ACQUISITION CORP., (“Parent”) ASCEND COMPANY LIMITED, (“Amalgamation Sub”) ePAK HOLDINGS LIMITED (“EHL”) AND (the “Company” or “EPR”) DATED AS OF JULY 30, 2007Agreement and Plan of Reorganization • July 31st, 2007 • Ascend Acquisition Corp. • Blank checks • Texas
THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made and entered into as of July 30, 2007 by and among Ascend Acquisition Corp., a Delaware corporation (“Parent”), Ascend Company Limited, a Bermuda limited company that is owned by Don K. Rice as nominee for Parent (“Amalgamation Sub”), ePak Holdings Limited (“EHL”), a limited liability company incorporated in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), and e.Pak Resources (S) Pte. Ltd., a Singapore limited company and wholly owned subsidiary of EHL (“Company”). The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively).
