Exhibit 1.1 6,000,000 UNITS ALPHA SECURITY GROUP CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2007 • Alpha Security Group CORP • Blank checks • New York
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the _____ day of ________, 2007, by and among Alpha Security Group Corporation, a Delaware corporation (the "COMPANY"), and the...Registration Rights Agreement • February 9th, 2007 • Alpha Security Group CORP • Blank checks • New York
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This INVESTMENT MANAGEMENT TRUST AGREEMENT, dated as of _________, 2007 (the "AGREEMENT"), is entered into by and between Alpha Security Group Corporation (the "COMPANY") and American Stock Transfer &...Investment Management Trust Agreement • March 16th, 2007 • Alpha Security Group CORP • Blank checks • Delaware
Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of ________ , 2007 (the "AGREEMENT") is entered into by and among Alpha Security Group Corporation, a Delaware corporation (the "COMPANY"), the undersigned parties listed as...Stock Escrow Agreement • March 16th, 2007 • Alpha Security Group CORP • Blank checks • New York
Exhibit 1.1 6,000,000 UNITS ALPHA SECURITY GROUP CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • January 17th, 2007 • Alpha Security Group CORP • Blank checks • New York
TYPE OF WARRANTS WARRANT PRICE ---------------- --------------- Public Warrants $8.00 per share Private Warrants $8.00 per share Incentive Warrants $.01 per shareWarrant Agreement • January 17th, 2007 • Alpha Security Group CORP • Blank checks • New York
Exhibit 1.1 6,000,000 UNITS ALPHA SECURITY GROUP CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2006 • Alpha Security Group CORP • Blank checks • New York
Exhibit 4.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS, AND MAY...Alpha Security Group CORP • January 17th, 2007 • Blank checks • New York
March 16, 2007 Mr. Steven M. Wasserman 328 West 77th Street New York, New York 10024 Dear Mr. Wasserman: By signing and dating this letter where indicated below, you hereby agree with Alpha Security Group Corporation ("Alpha") as follows: 1. You shall...Alpha Security Group CORP • March 16th, 2007 • Blank checks
TYPE OF WARRANTS WARRANT PRICE ---------------- --------------- Public Warrants $8.00 per share Private Warrants $8.00 per share Incentive Warrants $.01 per shareWarrant Agreement • November 22nd, 2006 • Alpha Security Group CORP • Blank checks • New York
210,000 UNITS OFAlpha Security Group CORP • February 9th, 2007 • Blank checks • New York
EXHIBIT 10.8 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made as of this ____ day of ________, 2007, by and among Alpha Security Group Corporation, a Delaware corporation (the "COMPANY"), having its principal place of...Subscription Agreement • January 17th, 2007 • Alpha Security Group CORP • Blank checks • New York
105,000 UNITS OFAlpha Security Group CORP • March 16th, 2007 • Blank checks • New York
Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (the "AGREEMENT") is entered into as of ___________, 2007, by and between Alpha Security Group Corporation (the "COMPANY"), a Delaware corporation, with offices at 328 West 77th Street, New York,...Warrant Agreement • March 16th, 2007 • Alpha Security Group CORP • Blank checks • New York
420,000 UNITS OFAlpha Security Group CORP • January 17th, 2007 • Blank checks • New York
Exhibit 10.8 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made as of this ____ day of __________, 2007, by and among Alpha Security Group Corporation, a Delaware corporation (the "COMPANY"), having its principal place of...Subscription Agreement • March 16th, 2007 • Alpha Security Group CORP • Blank checks • New York
December 18, 2007 Mr. Steven Wasserman Alpha Security Group Chief Executive Officer 328 West 77th Street New York, New York 10024 Dear Mr. Wasserman:Alpha Security Group CORP • December 19th, 2007 • Blank checks
Effective October 3, 2007, the partners of Goldstein Golub Kessler LLP (“GGK”), became partners of McGladrey & Pullen, LLP in a limited asset purchase agreement. As a result of this transaction, the client-auditor relationship between Alpha Security Group Corp. (Commission File Number 001-33354) and GGK, independent registered public accounting firm, has ceased.
February 8, 2007 Mr. Steven M. Wasserman 328 West 77th Street New York, New York 10024 Dear Mr. Wasserman: By signing and dating this letter where indicated below, you hereby agree with Alpha Security Group Corporation ("Alpha") as follows: 1. You...Alpha Security Group CORP • February 9th, 2007 • Blank checks
210,000 UNITS OFAlpha Security Group CORP • March 6th, 2007 • Blank checks • New York
Exhibit 10.5.1 ALPHA SECURITY GROUP CORPORATION August 26, 2005 ASG Management, Inc. 328 West 77th Street New York, New York 10024 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the...Alpha Security Group CORP • August 31st, 2005
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Alpha Security Group Corporation ("Alpha") and continuing until (the "Termination Date") the earlier of the consummation by Alpha of a "Business Combination" or Alpha's liquidation (as described in Alpha's IPO prospectus), ASG Management, Inc. shall make available to Alpha certain office and secretarial services as may be required by Alpha from time to time, situated at 328 West 77th Street, New York, New York 10024. In exchange therefore, Alpha shall pay ASG Management, Inc. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE by and among ALPHA SECURITY GROUP CORPORATION, SOYA CHINA PTE LTD., ALPHA ARIZONA CORP., AND THE SELLING SHAREHOLDERS Dated as of December 31, 2008Agreement and Plan of Merger • January 6th, 2009 • Alpha Security Group CORP • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE (the “Agreement”) is made and entered into as of December 31, 2008, by and among Alpha Security Group Corporation, a Delaware corporation (including its successors and assigns, the “Parent” OR “Alpha”), Alpha Arizona Corp., an Arizona corporation, and a wholly owned subsidiary of the Parent (“Alpha Arizona”), Soya China Pte. Ltd., a company incorporated in Singapore (including its successors and assigns, the “Company” or “Target”), Splendid International Holdings Pte. Ltd., Bright Strong Investments Limited and Special Result Limited (BVI) (each a “Selling Shareholder,” and together with their successors and assigns from the date hereof until the Business Combination Effective Time (as defined in Section 6.1 below), collectively the “Selling Shareholders”).
