A-Max Technology LTD Sample Contracts

AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of ________________, 2005
Deposit Agreement • September 29th, 2005 • A-Max Technology LTD • Household audio & video equipment • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 13th, 2005 • A-Max Technology LTD • New York

This Indemnification Agreement (the “Agreement”) is entered into as of , 200 by and between A-Max Technology Limited, a Bermuda company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

A-MAX TECHNOLOGY LIMITED Page #
A-Max Technology LTD • September 29th, 2005 • Household audio & video equipment

Re: Deposit Agreement dated as of ___________, 2005 (the "Deposit Agreement") by and among A-Max Technology Limited, The Bank of New York, as Depositary, and the Owners and Beneficial Owners of American Depositary Receipts

EMPLOYMENT AGREEMENT
Employment Agreement • September 23rd, 2005 • A-Max Technology LTD • Household audio & video equipment • Hong Kong

EMPLOYMENT AGREEMENT (this “Agreement”), effective as of June 17, 2005 (the “Effective Date”), by and between A-Max Technology Limited, a company organized and existing under the laws of Bermuda (the “Company”), and Dong Yu Xiao (“Executive”).

REGISTRATION RIGHTS AGREEMENT by and among A-MAX TECHNOLOGY LIMITED, GENERAL ATLANTIC PARTNERS (BERMUDA), L.P., GAP-W INTERNATIONAL, LLC, GAPSTAR, LLC, GAP COINVESTMENTS III, LLC, GAP COINVESTMENTS IV, LLC and GAPCO GMBH & CO. KG
Registration Rights Agreement • September 13th, 2005 • A-Max Technology LTD • New York

REGISTRATION RIGHTS AGREEMENT, dated June 17, 2005 (this ”Agreement”), among A-Max Technology Limited, a company organized and existing under the laws of Bermuda (the “Company”), General Atlantic Partners (Bermuda), L.P., a Bermuda limited partnership (“GAP LP”), GAP-W International, LLC, a Delaware limited liability company (“GAP-W”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAP Coinvestment III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAP Coinvestment IV”), GapStar, LLC, a Delaware limited liability company (“GapStar”) and GAPCO GmbH & Co. KG, a German limited partnership (“GmbH Coinvestment”).

Dated the 15 day of October 2004 LUCKY HAPPY DEVELOPMENT LIMITED (Landlord) and A-MAX TECHNOLOGY COMPANY LIMITED (Tenant) TENANCY AGREEMENT
Tenancy Agreement • September 13th, 2005 • A-Max Technology LTD

THIS AGREEMENT made the 15 day of October Two Thousand and Four BETWEEN the parties more particularly described and set out in the First Schedule hereto WHEREBY IT IS AGREED as follows :-

SHARE SUBSCRIPTION AGREEMENT by and among A-MAX TECHNOLOGY LIMITED, GENERAL ATLANTIC PARTNERS (BERMUDA), L.P., GAP-W INTERNATIONAL, LLC, GAP COINVESTMENTS III, LLC, GAP COINVESTMENTS IV, LLC, GAPSTAR, LLC, GAPCO GMBH & CO. KG and THE PERSONS NAMED ON...
Share Subscription Agreement • September 13th, 2005 • A-Max Technology LTD • New York

SHARE SUBSCRIPTION AGREEMENT, dated May 27, 2005 (this “Agreement”), among A-Max Technology Limited, a company organized and existing under the laws of Bermuda (the “Company”), General Atlantic Partners (Bermuda), L.P., a Bermuda limited partnership (“GAP LP”), GAP-W International, LLC, a Delaware limited liability company (“GAP-W”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAP Coinvestment III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAP Coinvestment IV”), GapStar, LLC, a Delaware limited liability company (“GapStar”), GAPCO GmbH & Co. KG, a German limited partnership (“GmbH Coinvestment” and, collectively with GAP LP, GAP-W, GAP Coinvestment III, GAP Coinvestment IV and GapStar, the “Purchasers”) and the Persons listed on Schedule 5 hereto (each, a “Selling Shareholder”, and collectively the “Selling Shareholders”).

SHAREHOLDERS AGREEMENT by and among A-MAX TECHNOLOGY LIMITED, GENERAL ATLANTIC PARTNERS (BERMUDA), L.P., GAP-W INTERNATIONAL, LLC, GAP COINVESTMENTS III, LLC, GAP COINVESTMENTS IV, LLC, GAPSTAR, LLC, GAPCO GMBH & CO. KG and THE OTHER PARTIES NAMED HEREIN
Shareholders Agreement • September 13th, 2005 • A-Max Technology LTD • New York

SHAREHOLDERS AGREEMENT (this “Agreement”) dated June 17, 2005, among A-Max Technology Limited, a company organized and existing under the laws of Bermuda (the “Company”), General Atlantic Partners (Bermuda), L.P., a Bermuda limited partnership (“GAP LP”), GAP-W International, LLC, a Delaware limited liability company (“GAP-W”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAP Coinvestment III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAP Coinvestment IV”), GapStar, LLC, a Delaware limited liability company (“GapStar”), GAPCO GmbH & Co. KG, a German limited partnership (“GmbH Coinvestment”), the shareholders listed on Schedule 1 hereto (the “Major Investors”), the other existing shareholders listed on Schedule 2 hereto (the “Minor Shareholders”) and the indirect shareholders listed on Schedule 3 hereto (the “Beneficial Owners”).

Supplemental and Guarantee Agreement for Equity Transfer Contract
Supplemental and Guarantee Agreement • September 13th, 2005 • A-Max Technology LTD

Pursuant to the “Equity Transfer Contract” dated January, 2003 between Transferor and Transferee, this Supplemental and Guarantee Agreement is made as follows:

COMPANY Name: A-MAX TECHNOLOGY CO. LTD. MS Agreement Number: 5131760124 Effective Date: June 1, 2004 Expiration Date: December 31, 2017
A-Max Technology LTD • September 13th, 2005 • New York

This WINDOWS MEDIA FORMAT COMPONENTS DISTRIBUTION LICENSE (“Agreement”) is entered into between Microsoft Licensing, GP (“MS”) and the company identified below (“COMPANY”) as of the Effective Date.

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