NOTE EXCHANGE AGREEMENTNote Exchange Agreement • April 6th, 2009 • Network Cn Inc • Services-advertising • New York
This Note Exchange Agreement (this “Agreement”) is made and entered into as of April 2, 2009, by and among (i) Sculptor Finance (MD) Ireland Limited, Sculptor Finance (AS) Ireland Limited and Sculptor Finance (SI) Ireland Limited (collectively, the “Existing Noteholders”), (ii) OZ Master Fund, Ltd., OZ Asia Master Fund, Ltd. and OZ Global Special Investments Master Fund, L.P. (collectively, the “Existing Warrant Holders,” and together with the Existing Noteholders, the “Holders”), and (iii) Network CN Inc., a Delaware corporation (the “Company”).
NOTE EXCHANGE AND OPTION AGREEMENTNote Exchange and Option Agreement • April 6th, 2009 • Network Cn Inc • Services-advertising • New York
THIS NOTE EXCHANGE AND OPTION AGREEMENT (this “Agreement”) is effective as of April 2, 2009, by and between KEYWIN HOLDINGS LIMITED, a British Virgin Islands company (“Noteholder”), and NETWORK CN INC., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2009 • Network Cn Inc • Services-advertising • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of April 2, 2009, by and among: (i) Network CN Inc., a Delaware corporation (the “Company”); (ii) Sculptor Finance (MD) Ireland Limited, Sculptor Finance (AS) Ireland Limited and Sculptor Finance (SI) Ireland Limited (together the “Original Investors”), as the holders of the New Notes (as defined below) and (iii) Keywin Holdings Limited (“Keywin,” and together with the Original Investors, the “Investors”).
LETTER AGREEMENT AND TERMINATION OF INVESTOR RIGHTS AGREEMENTTermination Agreement • April 6th, 2009 • Network Cn Inc • Services-advertising • New York
