WIRECO WORLDGROUP INC., the Guarantors named herein and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 19, 2010 9.5% Senior Notes due 2017Indenture • June 15th, 2011 • 1295728 Alberta ULC • New York
INDENTURE, dated as of May 19, 2010, by and among WIRECO WORLDGROUP INC., a Delaware corporation, as issuer (the “Company”), the Guarantors set forth on the signature pages hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
WireCo WorldGroup Inc. guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named herein Exchange and Registration Rights Agreement1295728 Alberta ULC • June 15th, 2011 • New York
WireCo WorldGroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $150,000,000 in aggregate principal amount of its 9.5% Senior Notes due 2017, which are guaranteed by the guarantors party to the Purchase Agreement, (each a “Guarantor,” and collectively, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
WireCo WorldGroup Inc. guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named herein Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • June 15th, 2011 • 1295728 Alberta ULC • New York
WireCo WorldGroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $275,000,000 in aggregate principal amount of its 9.5% Senior Notes due 2017, which are guaranteed by the guarantors party to the Purchase Agreement, (each a “Guarantor,” and collectively, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
LOAN AND SECURITY AGREEMENT Among CLOSER MERGER SUB INC. to be merged with and into WIRE ROPE CORPORATION OF AMERICA, INC. (“Borrower”) 12200 NW Ambassador Drive Kansas City, MO 64163-1244 THE OTHER LOAN PARTIES PARTY HERETO as guarantors and pledgors...Loan and Security Agreement • August 19th, 2011 • 1295728 Alberta ULC • Miscellaneous fabricated metal products • New York
This LOAN AND SECURITY AGREEMENT is dated as of February 8, 2007 and is among HSBC BUSINESS CREDIT (USA) INC. (“HSBC”) as agent (“Agent”) and as Lender, CLOSER MERGER SUB INC, to be merged with and into WIRE ROPE CORPORATION OF AMERICA, INC., a Delaware corporation (the “Borrower”), the other Loan Parties signatory hereto as guarantors and pledgors, THE CIT GROUP/BUSINESS CREDIT, INC., as documentation agent and as a Lender, JPMORGAN CHASE BANK, N.A., as syndication agent and as a Lender, and the other Lenders (as defined herein).
GUARANTEE AGREEMENTGuarantee Agreement • June 15th, 2011 • 1295728 Alberta ULC • New York
GUARANTEE AGREEMENT dated as of February 8, 2007 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among each of the subsidiaries and parent holding companies party hereto (each such subsidiary individually a “Guarantor” and collectively, the “Guarantors”) of CLOSER MERGER SUB INC. (to be merged with and into WIRE ROPE CORPORATION OF AMERICA, INC.), a Delaware corporation (the “Borrower”), and Canadian Imperial Bank of Commerce, acting through its New York Agency (“CIBC”), as collateral agent (together with its successors, in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
WireCo WorldGroup Inc. Purchase AgreementPurchase Agreement • June 15th, 2011 • 1295728 Alberta ULC • New York
WireCo WorldGroup Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $275,000,000 principal amount of the 9.5% Senior Notes due 2017 (the “Securities”).
Contract1295728 Alberta ULC • August 19th, 2011 • Miscellaneous fabricated metal products • New York
This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Note is not exchangeable for Notes registered in the name of a person other than the Depositary or its nominee except in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depositary to a nominee of the Depositary or by a nominee of the depositary to the depositary or another nominee of the depositary) may be registered except in the limited circumstances described in the Indenture.
SUPPLEMENTAL INDENTURESupplemental Indenture • June 15th, 2011 • 1295728 Alberta ULC • New York
This SUPPLEMENTAL INDENTURE, dated as of December 14, 2010 (this “Supplemental Indenture”), is entered into by and among WireCo WorldGroup Inc. (the “Company”), the guarantors identified herein as parties, and U.S. Bank National Association, as Trustee (the “Trustee”).
ContractNon Qualified Stock Option Agreement • June 15th, 2011 • 1295728 Alberta ULC • New York
NON QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of , 2008, between WireCo World Group Ltd., a Cyprus limited company (the “Company”), and (the “Optionee”).
LIMITED LIABILITY COMPANY AGREEMENT OF WRCA, LLCLimited Liability Company Agreement • June 15th, 2011 • 1295728 Alberta ULC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of WRCA, LLC (the “Company”) is entered into as of the 21st day of March, 2005 by Wire Rope Corporation of America, Inc., as member (the “Member”), and the Company.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 10, 2011 among WIRECO WORLDGROUP INC. and WRCA (LUXEMBOURG) HOLDINGS SARL, as Borrowers, WIRECO WORLDGROUP (CAYMAN) INC., as Parent, and WIRECO WORLDGROUP LIMITED, as Holdings, The Lenders Party...Credit Agreement • August 19th, 2011 • 1295728 Alberta ULC • Miscellaneous fabricated metal products • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 10, 2011, among WIRECO WORLDGROUP INC., a Delaware corporation, WRCA (LUXEMBOURG) HOLDINGS S.AR.L., a société à responsabilité limitée organized under the laws of Luxembourg, WIRECO WORLDGROUP (CAYMAN) INC., an exempted company incorporated with limited liability under the laws of the Cayman Islands, WIRECO WORLDGROUP LIMITED, a company organized under the laws of Cyprus, the several banks and other financial institutions or entities from time to time party hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and Collateral Agent.
FOX PAINE MANAGEMENT III, LLC1295728 Alberta ULC • August 19th, 2011 • Miscellaneous fabricated metal products • New York
We refer to the Agreement and Plan of Merger, dated as of November 2, 2006 (the “Merger Agreement”), by and between Wire Rope Corporation of America, Inc., a Delaware corporation (the “Company”), the stockholders of the Company, Closer Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Closer US Holdings Inc., as amended, that provides for a merger of Closer Merger Sub Inc. with and into the Company, with the Company surviving (the “Transaction”). The Transaction will result in, among other things, Fox Paine Capital Fund III, L.P., along with its affiliates and coinvestors (“Investors”), acquiring indirect beneficial ownership (through its ownership of WRCA (Cyprus) Holdings, Ltd. (the “Parent”)) of a majority of the outstanding shares of common stock of the Company immediately following such Transaction.
FIRST AMENDMENT TOS. Pledge Agreement • June 15th, 2011 • 1295728 Alberta ULC • New York
This FIRST AMENDMENT, dated as of June 10, 2011 (this “First Amendment”) is entered into by and among WRCA US HOLDINGS INC. (“U.S. Holdings”), WIRECO WORLDGROUP INC. (f/k/a Wire Rope Corporation of America, Inc.) (the “Company”) and WRCA (LUXEMBOURG) HOLDINGS SARL (together with the Company, each, individually, a “Borrower” and, together, the “Borrowers”), WRCA FINANCE (LUXEMBOURG) SARL, each Subsidiary of the Borrowers listed on the signature pages hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as successor to Canadian Imperial Bank of Commerce, acting through its New York Agency, as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
ContractPledge Agreement • June 15th, 2011 • 1295728 Alberta ULC • New York
Reference is made to (a) the Credit Agreement, dated as of February 8, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, WBCA (Cyprus) Holdings Limited, as the Parent, the lenders from time to time party thereto (the “Lenders”), CIBC, as administrative agent and collateral agent for the Lenders (together with its successors, in such capacity, the “Collateral Agent”), CIBC World Markets Corp. and Jefferies Finance LLC, as joint lead arrangers and joint book managers and Jefferies Finance LLC, as syndication agent, (b) the Guarantee Agreement, dated as of February 8, 2007 (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), between each of the Guarantors (as defined therein) and the Administrative Agent, and (c) the U.S. Security Agreement, dated as of February 8, 2007 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), between each of the
AMENDED AND RESTATED INTERCREDITOR AGREEMENT among Wireco WorldGroup Inc. (f/k/a Wire Rope Corporation of America, Inc.) and certain of its Affiliates, Deutsche Bank Trust Company Americas (as successor in interest to Canadian Imperial Bank of...Intercreditor Agreement • June 15th, 2011 • 1295728 Alberta ULC • New York
WHEREAS, pursuant to the Credit Agreement, dated as of February 8, 2007 (as amended through the date hereof, the “Original Term Loan Agreement”) among the Company, WireCo WorldGroup Cayman Inc. (the “Parent”), certain other affiliates of the Company party thereto, the several term lenders from time to time party thereto (the “Original Term Lenders”), CIBC World Markets Corp. and Jefferies Finance LLC, as joint lead arrangers and joint book managers, Jefferies Finance LLC, as syndication agent, and the Term Loan Collateral Agent, the term lenders thereunder severally made extensions of credit and other financial accommodations from time to time to the Company upon the terms and subject to the conditions set forth therein and herein;
FIRST AMENDMENT TOS. Security Agreement • June 15th, 2011 • 1295728 Alberta ULC • New York
This FIRST AMENDMENT, dated as of June 10, 2011 (this “First Amendment”) is entered into by and among WIRECO WORLDGROUP INC. (f/k/a Wire Rope Corporation of America, Inc.) (the “Company”), WRCA US HOLDINGS INC. (“U.S. Holdings”), each Subsidiary Loan Party (as defined in the Credit Agreement referred to below) listed on the signature pages hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as successor to Canadian Imperial Bank of Commerce, acting through its New York Agency, as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
STOCKHOLDERS’ AGREEMENT DATED DECEMBER 22, 2008 BY AND AMONG WIRECO WORLDGROUP LIMITED., WIRECO WORLDGROUP (CAYMAN) INC., AND THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETOStockholders’ Agreement • June 15th, 2011 • 1295728 Alberta ULC • Delaware
STOCKHOLDERS’ AGREEMENT, dated December 29, 2008 (the “Agreement”), by and among WireCo WorldGroup Limited, f/k/a WRCA Holdings (Cyprus) Limited, a limited liability company organized under the laws of the Republic of Cyprus (“WireCo”), WireCo WorldGroup (Cayman) Inc., an exempted company limited by shares and incorporated under the laws of the Cayman Islands (“NewCo”), the investors set forth on Schedule I hereto, and the executives and directors of WireCo set forth on Schedule II hereto (such signatory executives and directors so listed, collectively, the “Executive Management Investors”). Employees, directors, consultants and other Persons (as defined below) may be issued shares of WireCo Common Stock (as defined below), (or other equity securities of WireCo) or securities convertible into or exchangeable for WireCo Common Stock (or other equity securities of WireCo) subject to the terms of this Agreement, and, if so issued, WireCo may amend this Agreement to allow any such Person W
Preliminary Contract for the Sale and Purchase of all Shares in Drumet Liny i Druty spółka z ograniczoną odpowiedzialnością1295728 Alberta ULC • June 15th, 2011
This Preliminary Contract for the Sale of Shares in a Limited Liability Company (the “Agreement”) has been concluded on 6 June 2011, in Warsaw, Poland, by and between:
Dated ………13….October 2010 SHARE PURCHASE AGREEMENT relating to Luis Oliveira Sá – SGPS, S.A.Share Purchase Agreement • June 15th, 2011 • 1295728 Alberta ULC
STOCKHOLDERS’ AGREEMENT DATED AS OF FEBRUARY 8, 2007 BY AND AMONG WRCA (CYPRUS) HOLDINGS INC., CLOSER US HOLDINGS INC., AND THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETOStockholders’ Agreement • June 15th, 2011 • 1295728 Alberta ULC • Delaware
STOCKHOLDERS’ AGREEMENT, dated as of February 8, 2007 (the “Agreement”), by and among WRCA (CYPRUS) HOLDINGS, LTD., a limited liability company incorporated in Cyprus (“Holdings”), CLOSER US HOLDINGS INC., a Delaware corporation (“Parent”), FOX PAINE CAPITAL FUND III, L.P., a limited partnership organized under the laws of the Cayman Islands (the “Fund”), FP WRCA COINVESTMENT FUND I, LTD., FP WRCA COINVESTMENT FUND II, LTD., FP WRCA COINVESTMENT FUND III, LTD., FP WRCA COINVESTMENT FUND IV, LTD., FP WRCA COINVESTMENT FUND V, LTD., FP WRCA COINVESTMENT FUND VI, LTD., AND FP WRCA COINVESTMENT FUND VII, LTD. (such signatory coinvestment funds, collectively, the “Co-Investors”, and together with the Fund and any FPC Affiliate Transferees (as defined below), “FPC”), the executives and directors of Holdings and Parent and/or related entities set forth on Schedule II hereto (such signatory executives and directors so listed, collectively, the “Executive Management Investors”), the investment
AMENDMENT AND JOINDER AGREEMENTAmendment and Joinder Agreement • June 15th, 2011 • 1295728 Alberta ULC
Reference is hereby made to the Limited Liability Company Agreement, dated as March 21, 2011, as amended from time to time (the “LLC Agreement”), between Wireco WorldGroup, Inc. (f/k/a/ Wire Rope Corporation of America, Inc.) and WRCA, LLA, a company organized under the laws of the State of Delaware (the “Company”). Pursuant to and in accordance with Sections 13 of the LLC Agreement, the undersigned hereby amend the LLC Agreement as more particularly set forth herein. Pursuant to Section 16 of the LLC Agreement, WRCA US Holdings Inc. (the “New Member”), upon its execution of this Agreement, is hereby admitted as a Member of the Company.
ContractNon Qualified Stock Option Agreement • June 15th, 2011 • 1295728 Alberta ULC • New York
NON QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of , 2008, between WireCo World Group Ltd., a Cyprus limited company (the “Company”), and (the “Optionee”).
CAPITAL INCREASE AGREEMENT between WISCO WUHAN JIANGBEI IRON AND STEEL LTD. and WRCA HONG KONG HOLDING COMPANY LIMITED for WISCO WIRECO WIRE ROPE CO., LTD. Dated as of May 4, 2011Capital Increase Agreement • June 15th, 2011 • 1295728 Alberta ULC
WISCO WUHAN JIANGBEI IRON AND STEEL LTD., a limited liability company duly incorporated and existing under the laws of the People’s Republic of China (“China” or the “PRC”), with its legal address at Te No. 1 Binjiang Avenue, Yangluo Economic Development Zone, Wuhan, Hubei, the PRC (“Party A”); and
ContractSecurity Agreement • June 15th, 2011 • 1295728 Alberta ULC • New York
Reference is made to (a) the Credit Agreement dated as of February 8, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, WRCA (Cyprus) Holdings Limited, as the Parent, the lenders from time to time party thereto (the “Lenders”), CIBC, as administrative agent for the Lenders (together with its successors, in such capacity, the “Administrative Agent”), CIBC World Markets Corp. and Jefferies Finance LLC, as joint lead arrangers and joint book managers and Jefferies Finance LLC, as syndication agent, and (b) the Guarantee Agreement dated as of February 8, 2007 (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), among the Loan Parties party thereto and the Collateral Agent.
ContractPledge Agreement • June 15th, 2011 • 1295728 Alberta ULC • New York
Reference is made to (a) the Loan and Security Agreement, dated as of February 8, 2007 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among the Borrower, WRCA (Cyprus) Holdings Limited, as the Parent, certain affiliates of the Parent, as pledgors, the lenders from time to time party thereto (the “Lenders”), the Agent, The CIT Group/ Business Credit, Inc., as documentation agent, and JPMorgan Chase Bank, N.A., as syndication agent and (b) the Guarantee Agreement, dated as of February 8, 2007 (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), between each of the Guarantors (as defined therein) and the Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Loan Agreement. As used herein, the term “Secured Parties” means, collectively, the Agent, the Lenders and the L/C Issuer.
AGENCY ASSIGNMENT AGREEMENTIntercreditor Agreement • June 15th, 2011 • 1295728 Alberta ULC • New York
This AGENCY ASSIGNMENT AGREEMENT (this “Agreement”) is dated as of June 10, 2011 by and among CANADIAN IMPERIAL BANK OF COMMERCE, ACTING THROUGH ITS NEW YORK AGENCY (“CIBC”), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), and WIRECO WORLDGROUP INC., a Delaware corporation (the “U.S. Borrower”), and each of the other LOAN PARTIES hereto. Reference is made to that certain Amended and Restated Credit Agreement dated as of June 10, 2011, being entered into concurrently with this Agreement, among the U.S. Borrower, WRCA (LUXEMBOURG) HOLDINGS S.AR.L., a societe a responsabilite limitee organized under the laws of Luxembourg, WIRECO WORLDGROUP (CAYMAN) INC., an exempted company incorporated with limited liability under the laws of the Cayman Islands and certain of its subsidiaries, WIRECO WORLDGROUP LIMITED, a company organized under the laws of Cyprus, the several banks and other financial institutions or entities from time to time party thereto and DBTCA, as Administrative Agent and Collat
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 10, 2011 among WIRECO WORLDGROUP INC. and WRCA (LUXEMBOURG) HOLDINGS SARL, as Borrowers, WIRECO WORLDGROUP (CAYMAN) INC., as Parent, and WIRECO WORLDGROUP LIMITED, as Holdings, The Lenders Party...Intercreditor Agreement • June 15th, 2011 • 1295728 Alberta ULC • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 10, 2011, among WIRECO WORLDGROUP INC., a Delaware corporation, WRCA (LUXEMBOURG) HOLDINGS S.AR.L., a société à responsabilité limitée organized under the laws of Luxembourg, WIRECO WORLDGROUP (CAYMAN) INC., an exempted company incorporated with limited liability under the laws of the Cayman Islands, WIRECO WORLDGROUP LIMITED, a company organized under the laws of Cyprus, the several banks and other financial institutions or entities from time to time party hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and Collateral Agent.
Contract1295728 Alberta ULC • June 15th, 2011 • New York
THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:
PARTNERSHIP AGREEMENT Dated: February 16, 2007Partnership Agreement • June 15th, 2011 • 1295728 Alberta ULC • Alberta
Wireline Works Inc., a body corporate incorporated under the laws of the Province of Alberta (hereinafter referred to as “WWI”)
EQUITY JOINT VENTURE CONTRACT between JIANGBEI STEEL PROCESSING AND LOGISTICS CO., LTD. and WRCA HONG KONG HOLDING COMPANY LIMITED for the establishment of WISCO WRCA CO., LTD. Dated as of June 12, 2006Equity Joint Venture Contract • June 15th, 2011 • 1295728 Alberta ULC
JIANGBEI STEEL PROCESSING AND LOGISTICS CO., LTD., a limited liability company duly incorporated and existing under the laws of the People’s Republic of China (“China” or the “PRC”), with its legal address at No. 219 Parrot Street, Hanyang District, Wuhan, Hubei, the PRC (“Party A”); and
SHAREHOLDERS’ AGREEMENT DATED DECEMBER 29, 2008 BY AND AMONG WIRECO WORLDGROUP (CAYMAN) INC., AND THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETOShareholders’ Agreement • June 15th, 2011 • 1295728 Alberta ULC • Delaware
SHAREHOLDERS’ AGREEMENT, dated December 29, 2008 (the “Agreement”), by and among WIRECO WORLDGROUP (CAYMAN) INC., an exempted company limited by shares and incorporated under the laws of the Cayman Islands (“NewCo”), PAINE & PARTNERS CAPITAL FUND III, L.P., an exempted limited partnership registered under the laws of the Cayman Islands (the “Fund”), FP WRCA COINVESTMENT FUND I, LTD., FP WRCA COINVESTMENT FUND II, LTD., FP WRCA COINVESTMENT FUND III, LTD., FP WRCA COINVESTMENT FUND IV, LTD., FP WRCA COINVESTMENT FUND V, LTD., FP WRCA COINVESTMENT FUND VI, LTD., FP WRCA COINVESTMENT FUND VII, LTD., FP WRCA COINVESTMENT FUND VIII, LTD., FP WRCA COINVESTMENT FUND IX, LTD., FP WRCA COINVESTMENT FUND X, LTD., and Paine & Partners Capital Fund III, Co-Investors, L.P. (such signatory coinvestment funds, collectively, the “Co-Investors,” and together with the Fund and any FPC Affiliate Transferees (as defined below), “FPC”), the executives and directors of NewCo and/or related entities set fort
AMENDMENT TO THE EQUITY JOINT VENTURE CONTRACTEquity Joint Venture Contract • June 15th, 2011 • 1295728 Alberta ULC
WISCO WUHAN JIANGBEI IRON AND STEEL LTD., a limited liability company duly incorporated and existing under the laws of the People’s Republic of China (“China” or the “PRC”), with its legal address at Te No. 1 Binjiang Avenue, Yangluo Economic Development Zone, Wuhan, Hubei, the PRC (“Party A”); and
