LOYALTY ALLIANCE ENTERPRISE CORPORATION AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENTLoyalty Alliance Enterprise Corp • July 22nd, 2011 • Services-computer processing & data preparation • California
As a condition of my employment with Loyalty Alliance Enterprise Corporation, its subsidiaries, affiliates, successors or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:
Software Copyright Transfer Agreement Between PayEase Technology (Beijing) Co., Ltd. (Transferor) And Zhiteng Infotech (Shenzhen) Co., Ltd. (Transferee) February 12, 2011Transfer Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation
This Software Copyright Transfer Agreement (this “Agreement”) is entered into in Beijing on February 12, 2011 between the following parties:
Nominee Agreement between PayEase Beijing (HK) Limited and Loyalty Alliance Enterprise Corporation December 3, 2010Nominee Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California
This Nominee Agreement (this “Agreement”) is entered into as of December 3, 2010 between PayEase Beijing (HK) Limited, a Hong Kong corporation and its Subsidiaries (“PayEase Beijing” or “Nominee”), on the one hand, and Loyalty Alliance Enterprise Corporation, a Cayman Islands company, and its Subsidiaries (“Loyalty Alliance” or “Beneficial Owner”), on the other hand. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
LOYALTY ALLIANCE ENTERPRISE CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into and made effective as of May 12, 2011 (the “Effective Date”), by and among Loyalty Alliance Enterprise Corporation, a Cayman Islands company, (the “Company”), the persons and entities listed on Exhibit A attached herein as holders of Series A Preference Shares of the Company (the “Series A Holders”), the persons and entities listed on Exhibit B attached herein as holders of Series B Preference Shares of the Company (the “Series B Holders”), the persons and entities listed on Exhibit C attached herein as holders of Series C Preference Shares of the Company (the “Series C Holders”), the persons and entities listed on Exhibit D attached herein as holders of Series D Preference Shares of the Company (the “Series D Holders”), the persons and entities listed on Exhibit E attached herein as holders of Series E Preference Shares of the Company, (the “Series E Holders”), the persons and entities listed on E
CROSS LICENSE AGREEMENTCross License Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California
This CROSS LICENSE AGREEMENT (this “Agreement”) is made and entered into this 14th day of February, 2011, and effective as of February 1, 2010 (the “Effective Date”), by and between Loyalty Alliance Enterprise Corporation, a company organized and existing under the laws of the Cayman Islands and its Affiliates other than PayEase and its subsidiaries (hereinafter referred to as “LA”), and PayEase Corp., a corporation organized and existing under the laws of the State of Delaware and its Affiliates other than LA and its subsidiaries (“PayEase”). LA and PayEase are referred to herein individually each as a “Party” and collectively as the “Parties”.
Master Separation Agreement between PayEase Corp. and Loyalty Alliance Enterprise Corporation January 21, 2010Master Separation Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California
This Master Separation Agreement (this “Agreement”) is entered into as of January 21, 2010 between PayEase Corp., a Delaware corporation (“PayEase”), and Loyalty Alliance Enterprise Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Loyalty Alliance”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article V hereof.
INDEMNIFICATION AND INSURANCE MATTERS AGREEMENTIndemnification and Insurance Matters Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California
This Indemnification and Insurance Matters Agreement (this “Agreement”) is entered into as of July 1, 2011 and made effective as of the Separation Date, between PayEase Corp., a Delaware corporation (“PayEase”), and Loyalty Alliance Enterprise Corporation, a Cayman Islands company (“Loyalty Alliance”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in ARTICLE IV below.
LOYALTY ALLIANCE ENTERPRISE CORPORATION [COLUMN A] EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California
This Agreement is entered into as of [Column B] (the “Effective Date”) by and between Loyalty Alliance Enterprise Corporation (the “Company”), and [Column A] (“Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation
This Indemnification Agreement (the “Agreement”) is entered into as of , by and between Loyalty Alliance Enterprise Corporation, a Cayman Islands company (the “Company”), and the undersigned (“Indemnitee”).
LOYALTY ALLIANCE ENTERPRISE CORPORATION EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENTInvention Assignment Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • Hong Kong
In partial consideration and as a condition of my employment or continued employment with Loyalty Alliance Enterprise Corporation, a Cayman Islands company (the “Company,” which together with any parent, subsidiary, affiliate, or successor is hereinafter referred to as the “Company Group”), and effective as of the date that my employment with the Company first commenced, I hereby agree as follows:
ASSUMPTION AGREEMENTAssumption Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged PayEase Technology (Beijing) Co., Ltd. hereby assumes the obligations of PayEase Beijing (HK) Limited and its subsidiaries under that certain Nominee Agreement dated December 3, 2010 by and between Loyalty Alliance Enterprise Corporation and its subsidiaries, on the one hand, and PayEase Beijing (HK) Limited and its subsidiaries, on the other hand. This Assumption Agreement is effective as of the date of that certain Equity Transfer Agreement by and among PayEase (HK) Limited, Beijing PayEase E-Commerce Co., Ltd. and Beijing Jinquan Travel Service Co., Ltd. pursuant to which PayEase Beijing (HK) Limited transferred its equity interest in PayEase Technology (Beijing) Co., Ltd. Loyalty Alliance Enterprise Corporation and its subsidiaries are express third party beneficiaries under this Assumption Agreement.
NAME OF WFOE] CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT (PRC EMPLOYEES)Information And • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation
As a condition of my employment with [NAME OF WFOE] (the “Company” and, together with all of its direct or indirect parent companies, subsidiaries or subsidiaries of its parent companies, collectively referred to as the “Company Group”) and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:
LOYALTY ALLIANCE ENTERPRISE CORPORATION [COLUMN A] EMPLOYMENT AGREEMENTSeparation Agreement and Release • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California
This Agreement is entered into as of [Column B] (the “Effective Date”) by and between Loyalty Alliance Enterprise Corporation (the “Company”), and [Column A] (“Executive”).
Transition Services Agreement between PayEase Corp. and Loyalty Alliance Enterprise Corporation February 1, 2010Transition Services Agreement • July 22nd, 2011 • Loyalty Alliance Enterprise Corp • Services-computer processing & data preparation • California
This Transition Services Agreement (this “Agreement”) is entered into as of February 1, 2010 and effective as of the Separation Date (as defined in the Separation Agreement), between PayEase Corp., a Delaware corporation (“PayEase”), and Loyalty Alliance Enterprise Corporation, a Cayman Islands company (“Loyalty Alliance”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
