REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2008 • CS China Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2008, by and among CS China Acquisition Corp., a Cayman Islands limited life exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between CS CHINA ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: [__________] 2008Underwriting Agreement • February 21st, 2008 • CS China Acquisition Corp. • Blank checks • New York
The undersigned, CS China Acquisition Corp., a Cayman Islands limited life exempted company (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EarlyBirdCapital, Inc. is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 14th, 2010 • Asia Entertainment & Resources Ltd. • Blank checks
This Agreement, made and entered into as of the __ day of _____, 2010 (“Agreement”), by and between Asia Entertainment & Resources Ltd., a Cayman Islands exempted company (“Company”), and __________ (“Indemnitee”):
UNDERWRITING AGREEMENT between CS CHINA ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: [__________] 2008Underwriting Agreement • July 8th, 2008 • CS China Acquisition Corp. • Blank checks • New York
The undersigned, CS China Acquisition Corp., a Cayman Islands limited life exempted company (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EarlyBirdCapital, Inc. is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • July 8th, 2008 • CS China Acquisition Corp. • Blank checks • New York
Agreement made as of ________, 2008 between CS China Acquisition Corp., a Cayman Islands exempted company, with offices at 4100 N.E. Second Avenue, Suite 318, Miami, Florida 33137 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
ASIA ENTERTAINMENT & RESOURCES LTD EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2012 • Asia Entertainment & Resources Ltd. • Services-amusement & recreation services • Hong Kong
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of February 2, 2010, by and between Asia Entertainment & Resources Ltd., a Cayman Islands exempted company (the “Company”), and Lam Chou In, an individual (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2013 • Asia Entertainment & Resources Ltd. • Services-amusement & recreation services • New York
CS CHINA ACQUISITION CORP. CUSIP G25783 112 WARRANTCS China Acquisition Corp. • July 8th, 2008 • Blank checks
is the registered holder of a Warrant or Warrants expiring ________, 2013 (the “Warrant”) to purchase one fully paid and non-assessable Ordinary Share, par value $.0001 per share (“Shares”), of CS China Acquisition Corp., a Cayman Islands exempted company (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of the Company’s completion of a merger, share capital exchange, asset acquisition or other similar business combination and ________, 2009, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Company shall not be obligated to deliver any s
Translation of Gaming Promotion ContractAsia Entertainment & Resources Ltd. • March 16th, 2012 • Services-amusement & recreation services • Macau
LOCK-UP AGREEMENTLock-Up Agreement • May 3rd, 2011 • Asia Entertainment & Resources Ltd. • Services-amusement & recreation services • New York
THIS LOCK-UP AGREEMENT (this “Lock-Up Agreement”), dated as of April 18, 2011, by and among Asia Entertainment & Resources Ltd., a Cayman Islands corporation (the “Company”) and the undersigned shareholder (the “Shareholder”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 8th, 2008 • CS China Acquisition Corp. • Blank checks • New York
This Agreement is made as of ___________, 2008 by and between CS China Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 31st, 2008 • CS China Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2008 (“Agreement”), by and among CS CHINA ACQUISITION CORP., a Cayman Islands corporation (“Company”), CHIEN LEE, SYLVIA LEE and MICHAEL ZHANG (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
PROFIT INTEREST AGREEMENTProfit Interest Agreement • February 8th, 2010 • Asia Entertainment & Resources Ltd. • Blank checks • Hong Kong
THIS PROFIT INTEREST AGREEMENT (the “Agreement”) is entered into as of February 2, 2010 by and between Link Bond International Limited at P. O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, a company incorporated in the British Virgin Islands with limited liability (the “Buyer”); and Champion Lion Limited at P. O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, a company incorporated in the British Virgin Islands with limited liability and is principally engaged in the junket representative business (the “Seller”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 13th, 2017 • Iao Kun Group Holding Co LTD • Services-amusement & recreation services • New York
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 7, 2017, by and among Iao Kun Group Holding Company Limited, a Cayman Islands company (“Buyer”), Jia-Heng Industrial Ltd., a Cayman Islands company (the “Company”), and the shareholders of the Company listed on Schedule I (each a “Beneficial Holder” and collectively the “Beneficial Holders”).
Subscription AgreementSubscription Agreement • July 8th, 2008 • CS China Acquisition Corp. • Blank checks
Reference is made to the initial public offering (“IPO”) of securities of CS China Acquisition Corp. (the “Corporation”) which is being underwritten by EarlyBirdCapital, Inc. (“EBC”).
ContractAsia Entertainment & Resources Ltd. • February 8th, 2010 • Blank checks
THIS IS AN ENGLISH TRANSLATION VERSION OF THE ORGINAL CONTRACT WRITTEN IN THE CHINESE LANGUAGE. IF THERE IS ANY DISCREPANCY IN, MIS-INTERPRETATION IN, OMISSION IN, CONFLICT WITH, VARIATION OR SUPPLEMENTAL TO THE ORIGINAL MEANING OF THE CONTRACT, THE ORIGINAL CHINESE VERSION PREVAILS.
Subscription AgreementSubscription Agreement • February 21st, 2008 • CS China Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 1,660,000 warrants (“Insider Warrants”), each to purchase one Ordinary Share, at $1.00 per Insider Warrant, of CS China Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $1,660,000 (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of Units, consisting of one Ordinary Share and one Public Warrant (“IPO”), which is being underwritten by EarlyBirdCapital, Inc. (“EBC”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO. Except as herein provided, the Insider Warrants shall have the same terms as the Public Warrants.
LOAN AGREEMENT AND GUARANTYLoan Agreement and Guaranty • May 14th, 2010 • Asia Entertainment & Resources Ltd. • Blank checks • Hong Kong
LOAN AGREEMENT dated as of February 2, 2010, by and among Lam Man Pou, residing at Est. Noroeste De Taipa 15/F., Flat L-M Ed. Ocean Garden-Lotus Court, Taipa, Macau, and Vong Hon Kun, residing at Est. Cacihas o.73 Fl. 13, Flat P, Ed. Hoi Keng Gdn, Fu Keng Kok, and Asia Gaming & Resort Limited, a Hong Kong corporation having offices at Unit 1004, East Town Building, 16 Fenwick Street, Wanchai, Hong Kong (“Borrower”). Messrs. Lam and Vong are each herein referred to individually as a “Lender” and are referred to collectively as the “Lenders.”
Profit Guarantee AgreementProfit Guarantee Agreement • February 13th, 2017 • Iao Kun Group Holding Co LTD • Services-amusement & recreation services
Reference is made to the Stock Purchase Agreement (the “Purchase Agreement”) dated February 7, 2017 by and among by and among Party B, Jia-Heng Industrial Ltd., a Cayman Islands company (the “Company”), and the shareholders of the Company.
AMENDMENT 1 to the SHARE PURCHASE AND TRANSFER AGREEMENT Agreement Dated January 21, 2010Share Purchase and Transfer Agreement • February 12th, 2010 • Asia Entertainment & Resources Ltd. • Blank checks
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2013 • Asia Entertainment & Resources Ltd. • Services-amusement & recreation services • Hong Kong
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 5, 2012, by and between Asia Entertainment & Resources Ltd., a Cayman Islands corporation (the “Company”), and Lou Kan Kuong, an individual (the “Executive”).
ASIA ENTERTAINMENT & RESOURCES LTD. RIGHTS OFFERING DEALER MANAGER AGREEMENTRights Offering Dealer Manager Agreement • June 4th, 2013 • Asia Entertainment & Resources Ltd. • Services-amusement & recreation services • New York
CONTRATO DE PROMOÇÃO DE JOGOS EM REGIME DE NÃO-EXCLUSIVIDADE NON-EXCLUSIVE GAMING PROMOTION AGREEMENTNon-Exclusive Gaming Promotion Agreement • April 5th, 2013 • Asia Entertainment & Resources Ltd. • Services-amusement & recreation services
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 11th, 2009 • CS China Acquisition Corp. • Blank checks
Amendment No. 2 (“Amendment No. 2”) dated December 9, 2009 to Stock Purchase Agreement dated October 6, 2009 and amended November 10, 2009 (the “Amended SPA”) among CS China Acquisition Corp. (“Purchaser”), Asia Gaming & Resort, Ltd. (“Company”) and Spring Fortune Investment Ltd (“Shareholder”).
ContractCS China Acquisition Corp. • October 14th, 2009 • Blank checks • New York
THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO THE EXPRESS PROVISIONS OF THIS WARRANT CERTIFICATE, AND NO SALE, ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH PROVISIONS SHALL HAVE BEEN COMPLIED WITH.
ASIA ENTERTAINMENT & RESOURCES LTD. FORM OF SENIOR INDENTURE Dated as of [ ], 201[ ] TrusteeSenior Indenture • December 31st, 2012 • Asia Entertainment & Resources Ltd. • Services-amusement & recreation services • New York
Indenture dated as of [ ], 201[ ] between Asia Entertainment & Resources Ltd., a company organized under the laws of the Republic of the Cayman Islands (the “Company”) and [ ] (the “Trustee”).
PROFIT INTEREST PURCHASE AGREEMENTProfit Interest Purchase Agreement • December 31st, 2012 • Asia Entertainment & Resources Ltd. • Services-amusement & recreation services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2012 • Asia Entertainment & Resources Ltd. • Services-amusement & recreation services • Hong Kong
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of April 7, 2010, by and between Asia Entertainment & Resources Ltd., a Cayman Islands exempted company (the “Company”), and Sylvia Lee, an individual (the “Officer”).
VIP JUNKET PROMOTION AGREEMENTVip Junket Promotion Agreement • February 8th, 2010 • Asia Entertainment & Resources Ltd. • Blank checks
This VIP Junket Promotion Agreement (“Agreement”), dated as of January 18, 2008 is between Gillmann Investments Asia, Ltd. (“GIA”), a corporation organized and existing under the laws of South Korea, with its main office at 13F PSG Building, 563-30 Sinsa-dong, Gangnam-gu, Seoul 135-120, South Korea, and Doowell Limited (“Doowell”), a corporation organized and existing under the laws of the British Virgin Islands, with its main office at Alameda Dr, Carlos D’ Assumpcao No: 181-187 Centro Comerica, Brilhantismo 12 Andar T, Macau, SAR.
PROFIT INTEREST AGREEMENTProfit Interest Agreement • February 8th, 2010 • Asia Entertainment & Resources Ltd. • Blank checks • Hong Kong
THIS PROFIT INTEREST AGREEMENT (the “Agreement”) is entered into as of February 2, 2010 by and between Foxhill Group Limited at P. O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, a company incorporated in the British Virgin Islands with limited liability (the “Buyer”); and Iao Pou Gaming Promotion Limited at Alameda Dr. Carlos d' Assumpção, n.ºs 181-187, Edifício Centro Comercial do Grupo Brilhantismo, 12.º andar, "T", Macau, a company incorporated under the laws of the Special Administrative Region of Macau and is principally engaged in the junket representative business (the “Seller”).
SHARE PURCHASE AND TRANSFER AGREEMENTShare Purchase and Transfer Agreement • February 12th, 2010 • Asia Entertainment & Resources Ltd. • Blank checks • New York
AGREEMENT, dated January 21, 2010, among the “Purchasing Group” and the undersigned individual persons (each an “Insider” and collectively the “Insiders”).
ContractEscrow Agreement • October 14th, 2009 • CS China Acquisition Corp. • Blank checks • New York
VIP GAMING PROMOTION AGREEMENTVip Gaming Promotion Agreement • February 8th, 2010 • Asia Entertainment & Resources Ltd. • Blank checks
This VIP Gaming Promotion Agreement (“Agreement”), dated as of November 14, 2009 is made between Unicorn Incorporation. (“Unicorn”), a corporation organized and existing under the laws of the Republic of Korea (“South Korea”), with its main office at [3039-1 saekdal-dong,seigwipo-city,Jeju, South Korea, and Champion Lion Limited (“Champion”), a corporation organized and existing under the laws of the British Virgin Islands, with its main office at Alameda Dr. Carlos D’ Assumpcao No: 181-187 Centro Comerica, Brilhantismo 12 Andar T, Macau, SAR.
Supplementary Agreement to PROFIT INTEREST AGREEMENTSupplementary Agreement • May 31st, 2011 • Asia Entertainment & Resources Ltd. • Services-amusement & recreation services
This Supplementary Agreement (the “S.A.”) is supplemental to THE PROFIT INTEREST AGREEMENT (the “Agreement”) entered into as of February 2, 2010 by and between Kasino Fortune Investments Limited at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, BV1 (the “Buyer”); and Sang Heng Gaming Promotion Company Limited at Alameda Dr. Carlos d’ Assumpcao, Nos 181-187, Edificio Centro Comercial do Grupo Brilhantismo, 12 andar, “T”, Macau (the “Seller”).
AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 3rd, 2011 • Asia Entertainment & Resources Ltd. • Services-amusement & recreation services
This Amendment No. 4 (this “Amendment”), dated as of April 18, 2011, to the Stock Purchase Agreement (as defined below) is made among Asia Entertainment & Resources Ltd. (f/k/a CS China Acquisition Corp.), a Cayman Islands corporation (the “Company”), Asia Gaming & Resort, Ltd. (“AGRL”), a Hong Kong corporation, and Spring Fortune Investment Ltd (“Spring Fortune”), a British Virgin Islands corporation. All capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement, as amended.
