SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 25th, 2010 • 8888 Acquisition CORP • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 19, 2010 among 8888 Acquisition Corporation, a Nevada corporation (the “Company”) and the investors listed on the Schedule of Buyers attached hereto as Exhibit A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). The Company and the Investors are collectively referred to herein as the “Parties”.
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • October 25th, 2010 • 8888 Acquisition CORP • Blank checks • New York
This Make Good Escrow Agreement (the “Make Good Agreement”), dated effective as of October 19, 2010, is entered into by and among 8888 Acquisition Corporation, a Nevada corporation (the “Company”), Guoqing Zhuang (the “Make Good Pledgor”) and Securities Transfer Corporation, as escrow agent (“Escrow Agent”).
SHARE EXCHANGE AGREEMENT by and among 8888 ACQUISITION CORPORATION CHENG CHANG SHOES INDUSTRY COMPANY LIMITED and THE SHAREHOLDERS OF CHENG CHANG SHOES INDUSTRY COMPANY LIMITED Dated as of October 19, 2010Share Exchange Agreement • October 25th, 2010 • 8888 Acquisition CORP • Blank checks • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of October 19, 2010, is by and among 8888 Acquisition Corporation, a Nevada corporation (“Acquisition Corp.”), Cheng Chang Shoes Industry Company Limited, a Hong Kong company (“Cheng Chang”), and the shareholders of Cheng Chang identified on Annex A hereto (each, a “Shareholder” and together the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex B hereto.
LETTER AGREEMENT October 19, 2010Share Exchange Agreement • October 25th, 2010 • 8888 Acquisition CORP • Blank checks • New York
As you know, 8888 Acquisition Corporation, a Nevada corporation (the “Company”), Cheng Chang Shoes Industry Company Limited, a Hong Kong corporation (“Cheng Chang”), Guoqing Zhuang (“Mr. Zhuang”), River Tyne Ventures Inc. (“River Tyne”), Zhao Kang Capital Resource Limited (“Zhao Kang”), Kang Shi Investment Holdings Limited (“Kang Shi”, together with Mr. Zhuang, River Tyne and Zhao Kang, the “Transferors”) and other shareholders of Cheng Chang (together with the Transferors, the “Cheng Chang’s Shareholders”) are parties to a certain share exchange agreement, dated of even date herewith (the “Share Exchange Agreement”), pursuant to which the Company acquired 100% of the issued and outstanding capital stock of Cheng Chang and its operating subsidiary from Cheng Chang’s Shareholders, in exchange for the issuance to Cheng Chang’s Shareholders an aggregate of 31,059,267 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), constituting 98.85% of the Company’s issued a
