REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2007 • Middle Kingdom Alliance Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 19th day of December, 2006, by and among, Middle Kingdom Alliance Corporation, a corporation organized under the laws of Delaware (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
MIDDLE KINGDOM ALLIANCE CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 8th, 2006 • Middle Kingdom Alliance Corp. • Blank checks • Florida
Middle Kingdom Alliance Corp., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained herein, to sell to Newbridge Securities Corporation ("Newbridge") and I-Bankers Securities Incorporated ("I-Bankers") and the other underwriters named on Schedule I to this Agreement (the “Underwriters”) for whom Newbridge and I-Bankers are acting as Representatives (the “Representatives”):
CLASS B WARRANT AGREEMENTClass B Warrant Agreement • March 30th, 2007 • Middle Kingdom Alliance Corp. • Blank checks • Delaware
Agreement made as of December 19, 2006 between Middle Kingdom Alliance Corp., a corporation organized under the laws of Delaware, with offices at 333 Sandy Springs Circle, Suite 223, Atlanta, GA 30328 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at Continental Stock Transfer & Trust Company, 17 Battery Place, 8th floor, New York NY, 10004 (“Warrant Agent”).
EQUITY PLEDGE AGREEMENT Among GM INVESTMENT COMPANY LIMITED (“Pledgor”) and PYPO DIGITAL COMPANY LIMITED (“Beneficiary”)Equity Pledge Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • Hong Kong
The Pledgor and the Beneficiary are each hereinafter referred to individually as a “Party”, and collectively as the “Parties”.
CLASS A WARRANT AGREEMENTClass a Warrant Agreement • March 30th, 2007 • Middle Kingdom Alliance Corp. • Blank checks • Delaware
Agreement made as of December 19, 2006 between Middle Kingdom Alliance Corp., a corporation organized under the laws of Delaware, with offices at 333 Sandy Springs Circle, Suite 223, Atlanta, GA 30328 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at Continental Stock Transfer & Trust Company, 17 Battery Place, 8th floor, New York NY, 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 30th, 2007 • Middle Kingdom Alliance Corp. • Blank checks • New York
This Agreement is made as of December 19, 2006 by and between Middle Kingdom Alliance Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
MIDDLE KINGDOM ALLIANCE CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2006 • Middle Kingdom Alliance Corp. • Blank checks • Florida
Middle Kingdom Alliance Corp., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained herein, to sell to Newbridge Securities Corporation ("Newbridge"), I-Bankers Securities Incorporated ("I-Bankers"), and Westminster Securities Corporation (“Westminster”) and the other underwriters named on Schedule I to this Agreement (the “Underwriters”) for whom Newbridge, I-Bankers, and Westminster are acting as Representatives (the “Representatives”):
Loan AgreementLoan Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
NOW, THEREFORE, Party A and Party B, on the basis of equality and free will and after friendly negotiations, hereby agree on the following:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 11th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 5, 2008 by and between Pypo Digital Company Limited, a company incorporated in the Cayman Islands (the “Company”) and Kuo ZHANG (the “Executive”) (collectively the “Parties”; individually a “Party”).
BEIJING FEIJIE INVESTMENT CO., LTD. AND ZHUQUN PENG OPERATION AND MANAGEMENT AGREEMENT MAY 5, 2008 SUZHOUOperation and Management Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
THIS OPERATION AND MANAGEMENT AGREEMENT (this “Agreement”) is entered into by and between the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on May 5, 2008:
Loan AgreementLoan Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
This Loan Agreement (this “Agreement”) is made and entered into by and between the parties below as of September 1, 2008 in Beijing, China:
SUPPLEMENTAL FUNDS TRANSFER AGREEMENT Among PYPO DIGITAL COMPANY LIMITED and ARCH DIGITAL HOLDINGS LTD.Supplemental Funds Transfer Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • Hong Kong
WHEREAS, the Parties entered into a Funds Transfer Agreement dated 10 March 2008 (the “Funds Transfer Agreement”) under which ARCH has transferred and/or procured the transfer of US$20,000,000 to Pypo and Pypo has transferred and/or procured the transfer of RMB150,000,000 to ARCH.
DEED OF RELEASE Among CAPITAL ALLY INVESTMENTS LIMITED (“Pledgor”) and PYPO DIGITAL COMPANY LIMITED (“Beneficiary”)Middle Kingdom Alliance Corp. • December 8th, 2008 • Blank checks • Hong Kong
Supplemental Agreement to Acquisition Framework AgreementSupplemental Agreement to Acquisition Framework Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • Shanghai
THIS SUPPLEMENTAL AGREEMENT TO THE ACQUISITION FRAMEWORK AGREEMENT (the “Agreement”) is entered into by and among the following parties in Suzhou, Jiangsu Province, China on October 30, 2008:
SAMSUNG ANYCALL MOBILE PHONE DISTRIBUTION AGREEMENT DATE: JULY 1, 2008 PLACE OF EXECUTION: BEIJING, CHINASamsung Anycall Mobile Phone • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
NOW THEREFORE, in order to promote the interests of both parties, based on the principles of honesty, trustworthiness and reciprocity, Samsung and Pypo Beijing agree to the following terms:
LOAN AGREEMENT Among CAPITAL ALLY INVESTMENTS LIMITED (“Borrower”) and PYPO DIGITAL COMPANY LIMITED (“Lender”) Dated 10 March 2008Loan Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • Hong Kong
SUPPLEMENTAL LOAN AGREEMENT Among CAPITAL ALLY INVESTMENTS LIMITED (“Borrower”) and PYPO DIGITAL COMPANY LIMITED (“Lender”)Supplemental Loan Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • Hong Kong
WHEREAS, the Parties entered into a Loan Agreement dated 10 March 2008 (the “Loan Agreement”) under which the Lender has made available to the Borrower a loan in the principal amount of US$20,000,000.
Beijing Feijie Investment Co., Ltd (the “Acquirer”), Zhuqun Peng (the “Controlling Party”) and the Companies and Individual Industrial and Commercial Households Listed in Schedule 1 (collectively, the “Transferors”) Acquisition Framework Agreement May...Acquisition Framework Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
THIS ACQUISITION FRAMEWORK AGREEMENT (this “Agreement”) is entered into by and among the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on May 5, 2008 (the “Execution Date”):
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on September 1, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):
SUPPLEMENTARY AGREEMENT TO THE OPERATION AND MANAGEMENT AGREEMENTSupplementary Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
This Supplementary Agreement to the Operation and Management Agreement (the “Agreement”) is entered into by and between the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on October 30, 2008.
Exclusive Option AgreementExclusive Option Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
This Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of September 1, 2008, 2008 in Beijing, China:
FUNDS TRANSFER AGREEMENT Among PYPO DIGITAL COMPANY LIMITED and ARCH DIGITAL HOLDINGS LTD. Dated 10 March 2008Funds Transfer Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • Hong Kong
WHEREAS, Pypo is owned as to approximately 182,700,000 ordinary shares of US$0.0001 by Capital Ally (the “Interests”) and 90,000,000 ordinary shares of US$0.0001 by ARCH.
Exclusive Option AgreementExclusive Option Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
This Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of September 8, 2008 in Beijing, China:
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • March 30th, 2007 • Middle Kingdom Alliance Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of December 19, 2006 (“Agreement”), by and among MIDDLE KINGDOM ALLIANCE CORPORATION, a corporation organized under the laws of Delaware (“Company”), HIGH CAPITAL FUNDING LLC, DAVID A. RAPAPORT, FRED A. BRASCH, BERNARD JEROME TANENBAUM III FAMILY TRUST, GEDEON INTERNATIONAL LIMITED, MTP HOLDINGS LTD., SUPREME OCEAN DEVELOPMENT LIMITED, ALLAN LAM, and ANTHONY NG (collectively “Initial Shareholders”) and Continental Stock Transfer & Trust Company (“Escrow Agent”).
MIDDLE KINGDOM ALLIANCE CORPORATIONMiddle Kingdom Alliance Corp. • July 20th, 2006 • Blank checks
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • July 20th, 2006 • Middle Kingdom Alliance Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of , 2006 (“Agreement”), by and among MIDDLE KINGDOM ALLIANCE CORPORATION, a corporation organized under the laws of Delaware (“Company”), HIGH CAPITAL FUNDING LLC, DAVID A. RAPAPORT, FRED A. BRASCH, BERNARD JEROME TANENBAUM III FAMILY TRUST, GEDEON INTERNATIONAL LIMITED, MTP HOLDINGS LTD., ALLAN LAM, and ANTHONY NG (collectively “Initial Shareholders”) and Continental Stock Transfer & Trust Company (“Escrow Agent”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • September 11th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • New York
This VOTING AGREEMENT (this “Agreement”) is dated as of , 2008, by and among [Pypo China Holdings Limited], a Cayman Islands company (collectively with all predecessors thereof, the “Company”), representatives of MK Cayman identified on the signature page hereto (the “Middle Kingdom Representatives”), ARCH DIGITAL HOLDINGS LIMITED, a company incorporated in the British Virgin Islands (“ARCH BVI”) and CAPITAL ALLY INVESTMENTS LIMITED, a company incorporated in the British Virgin Islands (“Capital Ally”). Each of Arch BVI and Capital Ally are sometimes referred to herein as a “Pypo Shareholder,” and collectively as the “Pypo Shareholders.” Any and all capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Exchange Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE BY AND AMONG MIDDLE KINGDOM ALLIANCE CORP. MK ARIZONA CORP. PYPO DIGITAL COMPANY LIMITED BEIJING PYPO TECHNOLOGY GROUP COMPANY LIMITED PYPO HOLDINGS (HK) COMPANY LIMITED ARCH DIGITAL HOLDINGS...Agreement and Plan of Merger • September 11th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • New York
AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE, dated as of September 5, 2008 (this “Agreement”), by and among MIDDLE KINGDOM ALLIANCE CORP., a corporation incorporated in the State of Delaware, USA (“Middle Kingdom”), MK ARIZONA CORP., a corporation incorporated in the State of Arizona, USA and a wholly-owned subsidiary of Middle Kingdom (“MK Arizona”), PYPO DIGITAL COMPANY LIMITED, an exempted limited company incorporated in the Cayman Islands (“Pypo Cayman”), PYPO HOLDINGS (HK) COMPANY LIMITED, a company incorporated in Hong Kong and a wholly-owned subsidiary of Pypo Cayman (“Pypo HK”), BEIJING PYPO TECHNOLOGY GROUP COMPANY LIMITED, a limited liability company established in the PRC and an indirect wholly-owned subsidiary of Pypo Cayman (“Pypo PRC,” and together with Pypo Cayman and Pypo HK, the “Pypo Entities”), ARCH DIGITAL HOLDINGS LIMITED, a company incorporated in the British Virgin Islands (“ARCH BVI”), and CAPITAL ALLY INVESTMENTS LIMITED, a company incorporated
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on September 1, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 11th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • New York
This Registration Rights Agreement (the “Agreement”) is dated as of [—], 2008, by and among Middle Kingdom Alliance Corp., a corporation incorporated in the State of Delaware, or its successors (the “Company”),and ARCH DIGITAL HOLDINGS LIMITED, a company incorporated in the British Virgin Islands (“Arch BVI”) and Capital Ally Investments Limited, a company incorporated in the British Virgin Islands (“Capital Ally”). Each of Arch BVI and Capital Ally is sometimes referred to herein as a “Shareholder,” and collectively as the “Shareholders.”
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • November 13th, 2006 • Middle Kingdom Alliance Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of , 2006 (“Agreement”), by and among MIDDLE KINGDOM ALLIANCE CORPORATION, a corporation organized under the laws of Delaware (“Company”), HIGH CAPITAL FUNDING LLC, DAVID A. RAPAPORT, FRED A. BRASCH, BERNARD JEROME TANENBAUM III FAMILY TRUST, GEDEON INTERNATIONAL LIMITED, MTP HOLDINGS LTD., ALLAN LAM, and ANTHONY NG (collectively “Initial Shareholders”) and Continental Stock Transfer & Trust Company (“Escrow Agent”).
Share Transfer AgreementShare Transfer Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
As used in this Share Transfer Agreement (the “Agreement”), each of the Transferor and the Transferee is a “Party” and they are collectively referred to as the “Parties.”
MIDDLE KINGDOM ALLIANCE CORPORATIONMiddle Kingdom Alliance Corp. • March 30th, 2007 • Blank checks
MIDDLE KINGDOM ALLIANCE CORP. SELECTED DEALERS AGREEMENTSelected Dealers Agreement • October 5th, 2006 • Middle Kingdom Alliance Corp. • Blank checks • Florida
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 11th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of , 2008, by and between the stockholder set forth on the signature page to this Agreement (the “Holder”) and Middle Kingdom Alliance Corporation, a Delaware corporation, or its successor corporation (“Middle Kingdom”). Any and all capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Exchange Agreement (as defined below).
