EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 11th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 5, 2008 by and between Pypo Digital Company Limited, a company incorporated in the Cayman Islands (the “Company”) and Kuo ZHANG (the “Executive”) (collectively the “Parties”; individually a “Party”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • September 11th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • New York
This VOTING AGREEMENT (this “Agreement”) is dated as of , 2008, by and among [Pypo China Holdings Limited], a Cayman Islands company (collectively with all predecessors thereof, the “Company”), representatives of MK Cayman identified on the signature page hereto (the “Middle Kingdom Representatives”), ARCH DIGITAL HOLDINGS LIMITED, a company incorporated in the British Virgin Islands (“ARCH BVI”) and CAPITAL ALLY INVESTMENTS LIMITED, a company incorporated in the British Virgin Islands (“Capital Ally”). Each of Arch BVI and Capital Ally are sometimes referred to herein as a “Pypo Shareholder,” and collectively as the “Pypo Shareholders.” Any and all capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Exchange Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE BY AND AMONG MIDDLE KINGDOM ALLIANCE CORP. MK ARIZONA CORP. PYPO DIGITAL COMPANY LIMITED BEIJING PYPO TECHNOLOGY GROUP COMPANY LIMITED PYPO HOLDINGS (HK) COMPANY LIMITED ARCH DIGITAL HOLDINGS...Agreement and Plan of Merger • September 11th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • New York
AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE, dated as of September 5, 2008 (this “Agreement”), by and among MIDDLE KINGDOM ALLIANCE CORP., a corporation incorporated in the State of Delaware, USA (“Middle Kingdom”), MK ARIZONA CORP., a corporation incorporated in the State of Arizona, USA and a wholly-owned subsidiary of Middle Kingdom (“MK Arizona”), PYPO DIGITAL COMPANY LIMITED, an exempted limited company incorporated in the Cayman Islands (“Pypo Cayman”), PYPO HOLDINGS (HK) COMPANY LIMITED, a company incorporated in Hong Kong and a wholly-owned subsidiary of Pypo Cayman (“Pypo HK”), BEIJING PYPO TECHNOLOGY GROUP COMPANY LIMITED, a limited liability company established in the PRC and an indirect wholly-owned subsidiary of Pypo Cayman (“Pypo PRC,” and together with Pypo Cayman and Pypo HK, the “Pypo Entities”), ARCH DIGITAL HOLDINGS LIMITED, a company incorporated in the British Virgin Islands (“ARCH BVI”), and CAPITAL ALLY INVESTMENTS LIMITED, a company incorporated
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 11th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • New York
This Registration Rights Agreement (the “Agreement”) is dated as of [—], 2008, by and among Middle Kingdom Alliance Corp., a corporation incorporated in the State of Delaware, or its successors (the “Company”),and ARCH DIGITAL HOLDINGS LIMITED, a company incorporated in the British Virgin Islands (“Arch BVI”) and Capital Ally Investments Limited, a company incorporated in the British Virgin Islands (“Capital Ally”). Each of Arch BVI and Capital Ally is sometimes referred to herein as a “Shareholder,” and collectively as the “Shareholders.”
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 11th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of , 2008, by and between the stockholder set forth on the signature page to this Agreement (the “Holder”) and Middle Kingdom Alliance Corporation, a Delaware corporation, or its successor corporation (“Middle Kingdom”). Any and all capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Exchange Agreement (as defined below).
