SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 23rd, 2010 • China Networks International Holdings LTD • Services-advertising • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 13, 2010, between China Networks International Holdings Ltd., a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • April 23rd, 2010 • China Networks International Holdings LTD • Services-advertising • New York
This SECURITY AGREEMENT, dated as of April 13, 2010 (this “Agreement”), is among China Networks International Holdings Ltd., a British Virgin Islands company (the “Company”), the Subsidiaries of the Company identified on Schedule I hereto who execute this Agreement (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders signatory hereto, of the Company’s 10% Secured Debentures due April 30, 2016 and issued on the date set forth on such holder’s signature page hereto, in the original aggregate principal amount of up to $11,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
Equity Joint Venture Contract of [ o ]Equity Joint Venture Contract • January 30th, 2009 • China Networks International Holdings LTD
AMENDMENT NO. 2 TO MERGER AGREEMENTMerger Agreement • April 16th, 2009 • China Networks International Holdings LTD • Services-advertising
This Amendment No. 1 (this “Amendment”), dated as of February __, 2009, to the Merger Agreement (as defined below) is made by and among Alyst Acquisition Corp., a Delaware corporation (including its successors and assigns, the “Parent”), China Networks Media Limited, a British Virgin Islands corporation (including its successors and assigns, the “Company”), MediaInv Ltd., a British Virgin Islands Business Company and Kerry Propper (each a “Principal Shareholder,” and together with their successors and assigns from the date hereof until the Business Combination Effective time (as defined below), collectively the “Principal Shareholders”) and each of the other signatories hereto. Any capitalized term not defined herein shall have the meaning for such term specified in the Merger Agreement.
NUMBER ________- (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ________, 2011 WARRANTSChina Networks International Holdings LTD • May 14th, 2009 • Services-advertising
is the registered holder of a Warrant or Warrants expiring ________, 2011 (the “Warrant”) to purchase one fully paid and non-assessable share of Ordinary Share, par value $.0001 per share (“Shares”), of China Networks International Holdings Ltd., a company registered under the laws of the British Virgin Islands (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination, 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 o
Asset Transfer AgreementAsset Transfer Agreement • January 30th, 2009 • China Networks International Holdings LTD
The Transferor desires to sell to the Transferee, and the Transferee agrees to purchase from the Transferor, the assets of Transferor related to the operation of Business (as defined below).
ContractChina Networks International Holdings LTD • January 30th, 2009 • New York
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
Exclusive Services AgreementExclusive Services Agreement • January 30th, 2009 • China Networks International Holdings LTD
This Exclusive Services Agreement (Agreement) is entered into in Kunming, Yunnan Province, the People's Republic of China (PRC) on this [Ÿ] day of [Ÿ]2008
Exclusive Cooperation AgreementExclusive Cooperation Agreement • January 30th, 2009 • China Networks International Holdings LTD
Force Majeure any earthquake, storm, fire, flood, war, changes to the relevant state and administrative laws or regulations and policies, or any other significant event of natural or human-caused disaster arising after the signing hereof which is unforeseen, unavoidable and not possible to overcome, and is beyond the control of any Party, and prevents the total or partial performance of this Agreement by any Party;
GUARANTYChina Networks International Holdings LTD • April 23rd, 2010 • Services-advertising • New York
AMENDATORY AGREEMENTAmendatory Agreement • April 23rd, 2010 • China Networks International Holdings LTD • Services-advertising
THIS AMENDATORY AGREEMENT amends certain provisions of that SECURITIES PURCHASE AGREEMENT dated April 13, 2010 (the “SPA”), between China Networks International Holdings Ltd., a British Virgin Islands company (the “Company”), and each purchaser signatory thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), and the Transaction Documents (as defined below) as set forth below.
Framework AgreementFramework Agreement • January 30th, 2009 • China Networks International Holdings LTD
Affiliate in relation to an entity, means an entity: (1) in which the entity holds, directly or indirectly, at least 10% of the equity interest or voting rights; (2) which is a Subsidiary of the entity’s Parent Company; (3) which owns or controls, directly or indirectly, the entity; (4) which owns or controls, directly or indirectly, any equity interest or voting rights of the Parent Company of the entity; or (5) which is a Subsidiary of the Parent Company of the entity described in (4) above.
Supplementary AgreementSupplementary Agreement • January 30th, 2009 • China Networks International Holdings LTD
(Party A and Party B are each hereinafter individually referred to as a Party and collectively referred to as the Parties).
SERVICE AGREEMENTService Agreement • January 30th, 2009 • China Networks International Holdings LTD • Hong Kong
Advertising Networks Limited (“Advertising Networks”), a company incorporated in Hong Kong, having its registered office at [·], Hong Kong.
EXCHANGE AND AMENDATORY AGREEMENTExchange and Amendatory Agreement • April 23rd, 2010 • China Networks International Holdings LTD • Services-advertising • New York
This Exchange And Amendatory Agreement (this “Agreement”), dated as of April 13, 2010, is made by and among, China Networks International Holdings Ltd., a British Virgin Islands corporation (the “Company”), China Networks Media Ltd., a British Virgin Islands corporation and wholly-owned subsidiary of the Company (“China Media”), the individuals signatory hereto (each a “Holder”, and collectively, the “Holders”), and Kerry Propper, an individual (“Propper”).
