ContractAlpine Alpha 2, Ltd. • July 9th, 2010 • Blank checks • New York
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 9th, 2010 • Alpine Alpha 2, Ltd. • Blank checks • New York
This SHARE EXCHANGE AGREEMENT, dated July 6, 2010 (the “Agreement”) by and among Goodintend Holdings Limited, a BVI Business Company incorporated in the British Virgin Islands (“Goodintend”), Alpine Alpha 2, Ltd., a Delaware corporation (“AA2”) and the shareholders of Goodintend, whose names are set forth on Exhibit A attached hereto (“Goodintend Shareholders”).
HOLDBACK ESCROW AGREEMENTHoldback Escrow Agreement • July 9th, 2010 • Alpine Alpha 2, Ltd. • Blank checks • New York
This Holdback Escrow Agreement (the " Agreement"), dated effective as of July 6, 2010, is entered into by and among Alpine Alpha 2 Ltd., a Delaware corporation (the “Company”) Goodintend Holdings Limited, a BVI Business Company incorporated in the British Virgin Islands (“Goodintend”), certain shareholders of Goodintend, whose names are set forth on Exhibit A attached hereto (the "Pledgors," each referred to as a “Pledgor”) and Guzov Ofsink, LLC, as escrow agent ("Escrow Agent"). All capitalized terms used but not defined herein shall have the meanings assigned them in the Share Exchange Agreement as defined immediately below.
AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 9th, 2010 • Alpine Alpha 2, Ltd. • Blank checks • New York
This AMENDMENT (this “Amendment No.3”), to Note Purchase Agreement dated as of December 17, 2009 is made and entered into as of June 30, 2010 by and between Goodintend Holdings Limited, a company organized under the laws of the British Virgin Islands (the “Company”) and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 9th, 2010 • Alpine Alpha 2, Ltd. • Blank checks • New York
Amendment No. 1, dated as of December 23, 2009 (this “Amendment”), to the Note Purchase Agreement, dated as of December 17, 2009 (the “Agreement”), by and between Goodintent Holding Limited, a company organized under the laws of the British Virgin Islands (the “Company”) and the investors signatory thereto (each an “Investor” and collectively, the “Investors”).
AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 9th, 2010 • Alpine Alpha 2, Ltd. • Blank checks • New York
This AMENDMENT (this “Amendment No. 2”), to Note Purchase Agreement dated as of December 17, 2009 is made and entered into as of March 31, 2010 by and between Goodintend Holding Limited, a company organized under the laws of the British Virgin Islands (the “Company”) and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 9th, 2010 • Alpine Alpha 2, Ltd. • Blank checks • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”), entered into and effective as of December 17, 2009, is by and between Goodintend Holding Limited, a company organized under the laws of the British Virgin Islands (the “Company”) and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
