Securities Purchase Agreement

Securities Purchase Agreement

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

     SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 8, 2009, by and among L & L International Holdings, Inc., a Nevada corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers ”).

R E C I T A L S

     A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and/or Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

     B. Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, that amount of Units (the “Units”) of the Company with each Unit comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and 6/10th of a warrant in substantially the form attached hereto as Exhibit A U> (the “Warrants”) to purchase one share of Common Stock with an exercise price of $5.62 for a term of 60 months (as exercised, collectively, the “Warrant Shares”), set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers (which aggregate amount for all Buyers shall be up to $7,000,000).

     C. Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the “Registration Rights Agreement”) pursuant to which the Company will provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement) under the 1933 Act and the rules and regulations promulgated thereunder and applicable state securities laws.

     D. The Common Stock, the Warrants and the Warrant Shares collectively are referred to herein as the “Securities”.

     E. The Company has retained Laidlaw & Company (UK) Ltd. to act as its placement agent in connection with the sale of the securities pursuant to this Agreement (the “Placement Agent”).

     NOW, THEREFORE, the Company and each Buyer hereby agree as follows:

1. PURCHASE AND SALE OF THE UNITS.

(a) Purchase of the Units.

 

SECURITIES PURCHASE AGREEMENT


     (i) Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall hold a closing in which it shall issue and sell and the applicable Buyer shall purchase, the Units (the “Closing”). This offering of Units is not available to prospective Buyers that are residents of the State of Connecticut.

     (ii) Before the Closing, a prospective Buyer’s execution of the signature page of this Agreement shall constitute its offer to purchase the Units (the “Subscription”). The Company may accept or reject the Subscription from any Buyer, in whole or in part in its sole discretion. The Company’s written execution of acceptance of the Subscription shall constitute a binding agreement to sell the Units to such Buyer. The Company shall notify each Buyer of the portion, if any, of such Buyer’s offer which has been accepted and, if any portion of a Buyer’s offer is rejected, shall cause the Escrow Agent to refund to such Buyer the purchase price paid by the Buyer for the Units with respect to which such Buyer’s Subscription was rejected, if any.

     (iii) At the Closing, each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), a certain amount in Units as set forth opposite such Buyer’s name in column 3 on the Schedule of Buyers. Prior to the Closing, the Company shall deliver to Richardson & Patel LLP, in trust as escrow agent pursuant to the Escrow Agreement, dated as of October 8, 2009, by and among the Company, each Buyer and Richardson & Patel, LLP, attached hereto as Exhibit C, the certificates for the Common Stock and Warrants underlying the Units to be purchased by the Buyers at the Closing, each registered in such name or names as each Buyer may designate, with instructions that such certificates for the Common Stock and Warrants are to be held for release to such Buyers only upon payment in full of the Purchase Price to the Company by such Buyers as set forth in Section 1(b) hereof.

     (iv) The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Pacific Time, on the date hereof (or such later date as is mutually agreed to by the Company and each Buyer). The Closing shall occur after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below at the offices of Richardson & Patel LLP, 10900 Wilshire Boulevard, Suite 500, Los Angeles, California 90024.

     (v) The aggregate purchase price for the Units to be purchased by each Buyer at the Closing (the “Purchase Price”) shall be the amount set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers. Each Buyer shall pay 20% discount to the volume weighted average price (“VWAP”) of the Company’s common stock over the 20 day trading day period prior to September 29, 2009 for each Unit to be purchased by such Buyer at the Closing. For purposes of this Agreement, “Initial Market Price” means the VWAP of the Company’s common stock over the twenty (20) trading day period prior to September 29, 2009.

     (b) Form of Payment. On the Closing Date, each Buyer shall pay its Purchase Price to the Company for the Units to be issued and sold to such Buyer at the Closing by wire transfer of immediately available funds for the amount of the Purchase Price to an escrow account subject to the Escrow Agreement among the Company, Richardson & Patel LLP (the “Escrow Agent”) and the Buyers. On the Closing Date and in accordance with the Escrow

2

SECURITIES PURCHASE AGREEMENT


Agreement, the Units shall be released to the Buyers who have paid the Purchase Price. If the Closing does not occur within ten (10) business days of a Buyer paying its Purchase Price to the Escrow Agent, then that Buyer may terminate the Agreement with respect to such Buyer, subject to Section 7 of this Agreement.

2. BUYER’S REPRESENTATIONS AND WARRANTIES.

     Each Buyer hereby severally, and not jointly, represents and warrants to the Company and the Placement Agent that:

     (a) No Public Sale or Distribution. Such Buyer is (i) acquiring the Common Stock and Warrants underlying the Units and (ii) upon the exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with, or pursuant to, or a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

     (b) Accredited Investor Status; No General Solicitation. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. The definition of “accredited investor” is annexed hereto. Such Buyer is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Such Buyer is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or to such Buyer’s knowledge, any general solicitation or advertisement.

     (c) Reliance on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company and the Placement Agent are relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Securities.

     (d) Information. Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by such Buyer. Such Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely on

3

SECURITIES PURCHASE AGREEMENT


the Company’s representations and warranties contained herein. Such Buyer understands that its investment in the Securities involves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

     (e) Investment Experience. Such Buyer acknowledges that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

     (f) No Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

     (g) Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities and the Make Good Shares(defined below) if ever Make Good Shares (defined below) are due to be delivered to the Buyer pursuant to the Transaction Documents have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, (C) such Buyer provides the Company with reasonable assurance that such Securities or Make Good Shares (defined below) can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), or (D) the sale, assignment, or transfer meets the requirement of Regulation S under the 1933 Act, as amended; (ii) any sale of the Securities or the Make Good Shares (defined below) made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities or Make Good Shares (defined below) under circumstances in which the seller (or the Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

     (h) Legends. Such Buyer understands that the certificates or other instruments representing the Common Stock and the Warrants and, until such time as the resale of the Common Stock and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, the stock certificates representing the Common Stock and the Warrant Shares, except as set forth below, shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

4

SECURITIES PURCHASE AGREEMENT


THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped, if, unless otherwise required by state securities laws, (i) such Securities are registered for resale under the 1933 Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act, or (iii) such holder provides the Company with reasonable assurance that the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A.

     (i) Validity; Enforcement. This Agreement and the Registration Rights Agreement to which such Buyer is a party have been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

     (j) Residency; Organization. If such Buyer is an entity, (i) such Buyer is a resident of that jurisdiction specified below its address on the Schedule of Buyers and (ii) such Buyer is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement. Such Buyer is not a resident of the state of Connecticut.

     (k) Brokers and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any Subsidiary or any Buyer for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Buyer.

5

SECURITIES PURCHASE AGREEMENT


     (l) Prohibited Transactions. During the last ten (10) Business Days prior to the date hereof, neither such Buyer nor any Affiliate (as defined below) of such Buyer nor any Person acting on behalf of or pursuant to any understanding with such Buyer or Affiliate of such Buyer has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement or (ii) such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 9(n), such Buyer shall not, and shall cause any Person acting on behalf of or pursuant to any understanding with such Buyer not to, engage, directly or indirectly, in a Prohibited Transaction. Such Buyer acknowledges that the representations, warranties and covenants contained in this Section 2(l) are being made for the benefit of the Buyers as well as the Company and that each of the other Buyers shall have an independent right to assert any claims against such Buyer arising out of any breach or violation of the provisions of this Section 2(l). For purposes of this Agreement, “Affiliate” means with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common control with, such Person and “Control” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     Except as set forth in the SEC Reports and the Disclosure Schedule hereto, the Company represents and warrants to each of the Buyers and the Placement Agent that:

     (a) Organization and Qualification. The Company and its “Subsidiaries” (which for purposes of this Agreement means any material operating entity in which the Company, directly or indirectly, owns capital stock or holds an equity or similar interest) are entities duly organized and validly existing in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties and to carry on their business as now being conducted. Each of the Company and its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, or on the transactions contemplated hereby and the other Transaction Documents or by the agreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of the Company to perform its obligations under the Transaction Documents (as defined below). The Company has no Subsidiaries except as set forth on Schedule 3(a).

6

SECURITIES PURCHASE AGREEMENT


     (b) Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Warrants, the Escrow Agreement, Subscription Application and Agreement, the Make Good Escrow Agreement dates as of October 8, 2009, by and among the Company, each Buyer, the Make Good Pledgor (defined below) and Richardson and Patel, LLP a form of which is attached hereto as Exhibit D and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Common Stock, the Warrants and the Placement Agent Warrants (as defined below), the reservation for issuance and issuance of 100% of the Warrant Shares upon exercise of the Warrants, the reservation of the shares of Common Stock issuable upon exercise of the warrants (the “Placement Agent Warrant Shares”) issued to the Placement Agent (the “Placement Agent Warrants”) have been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders, except for post-closing Securities filings or notifications required to be made under federal or state securities laws. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and shall constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

     (c) Issuance of Securities. The issuance of the Common Stock, the Warrants and the Placement Agent Warrants are duly authorized and are free from all taxes, liens and charges with respect to the issue thereof. As of the Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals at least 100% of the maximum number of shares Common Stock issuable upon exercise of the Warrants and the Placement Agent Warrants (without taking into account of any limitations on the exercise of the Warrants set forth in the Warrants). Upon exercise, in accordance with the Warrants and the Placement Agent Warrants, as the case may be, and payment of the consideration set forth in this Agreement, the Warrants and the Placement Agent Warrants, the Warrant Shares and the Placement Agent Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

     (d) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Stock and the Warrants, and reservation for issuance and issuance of the Warrant Shares) will not (i) result in a violation of the Articles of Incorporation (as defined in Section 3(r)) of the Company or any of its Subsidiaries or Bylaws (as defined in Section 3(s)) of the Company or any of its Subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or

7

SECURITIES PURCHASE AGREEMENT


lapse of time or both would become a default) under, or result in termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the NASD’s OTC Bulletin Board (the “Principal Market”)) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the cases of clauses (ii) and (iii) for any such conflicts, violations or defaults which can reasonably be expected to have no Material Adverse Effect.

     (e) Consents. The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof, except for post-closing securities filings or notifications to be made under federal or state securities laws. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Closing Date, except for the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement. The Company and its Subsidiaries are unaware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence. The Company is not in violation of the applicable listing requirements of the Principal Market and has no knowledge of any facts which would reasonably lead to delisting or suspension of the Common Stock. The issuance by the Company of the Securities shall not have the effect of delisting or suspending the Common Stock from the Principal Market.

     (f) Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an Affiliate of the Company or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

     (g) No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of

8

SECURITIES PURCHASE AGREEMENT


any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby, including, without limitation, placement agent fees payable to the Placement Agent in connection with the sale of the Securities. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Other than the Placement Agent, the Company has not engaged any Placement Agent or other agents in connection with the sale of the Securities.

     (h) Private Placement; No Integrated Offering. Subject to the accuracy of the Buyer’s representations and warranties in Section 2 of this Agreement, the offer and sale by the Company of the Securities in conformity with the terms of this Agreement constitute transactions that are exempt from registration under the 1933 Act. None of the Company, its Subsidiaries, any of their Affiliates, and any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Securities under the 1933 Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated. None of the Company, its Subsidiaries, their Affiliates and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the Securities under the 1933 Act or cause the offering of the Securities to be integrated with other offerings.

     (i) Dilutive Effect. The Company understands and acknowledges that the number of Warrant Shares issuable upon exercise of the Warrants and the Placement Agent Warrant Shares issuable upon exercise of the Placement Agent Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, and its obligation to issue the Placement Agent Warrant Shares upon exercise of the Placement Agent Warrants in accordance with this Agreement and the Placement Agent Warrants in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

     (j) Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

     (k) SEC Documents; Financial Statements. (i) During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements and other

9

SECURITIES PURCHASE AGREEMENT


documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act with respect to such time period (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the EDGAR system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company since January 1, 2008 pursuant to the 1933 Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading; and each prospectus filed pursuant to Rule 424(b) under the 1933 Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

     (ii) As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers in connection with the transactions contemplated hereby which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement or in any disclosure schedules, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

     (l) Absence of Certain Changes. Since July 31, 2009, there has been no event which has had, or could reasonably be expected to result, in a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Since July 31, 2009, there has not been:

     (i) any change in the consolidated assets, liabilities, financial condition or operating results of the Company from that reflected in the financial statements

10

SECURITIES PURCHASE AGREEMENT


included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2007, except for changes in the ordinary course of business which have not had and could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate;

     (ii) any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of the Company, or any redemption or repurchase of any securities of the Company;

     (iii) any material damage, destruction or loss, whether or not covered by insurance to any assets or properties of the Company or its Subsidiaries;

     (iv) any waiver, not in the ordinary course of business, by the Company or any Subsidiary of a material right or of a material debt owed to it;

     (v) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or a Subsidiary, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of the Company and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted);

     (vi) any change or amendment to the Company's Articles of Incorporation or Bylaws, or material change to any material contract or arrangement by which the Company or any Subsidiary is bound or to which any of their respective assets or properties is subject;

     (vii) any material transaction entered into by the Company or a Subsidiary other than in the ordinary course of business;

     (viii) the loss of the services of any key employee, or material change in the composition or duties of the senior management of the Company or any Subsidiary; or

     (ix) the loss or threatened loss of any customer which has had or could reasonably be expected to have a Material Adverse Effect; or

     The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(l), “Insolvent” means, with respect to any Person (as defined in Section 3(s)), (i) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s total Indebtedness (as defined in Section 3(s)), (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

11

SECURITIES PURCHASE AGREEMENT


     (m) No Undisclosed Events, Liabilities, Developments or Circumstances. No material event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

     (n) Use of Proceeds. The net proceeds of the sale of the Units hereunder shall be used by the Company for working capital and general corporate purposes. The Company is not, nor will the Company be engaged in, the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System).

     (o) Conduct of Business; Regulatory Permits. Neither the Company nor its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation or Bylaws or their organizational charter or articles of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation that are currently necessary or applicable to the operation of the Company or its Subsidiaries as currently conducted and neither the Company nor any of its Subsidiaries will conduct its business in violation of the foregoing except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market or the SEC or other state or federal securities laws and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since July 31, 2009, (i) the Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. The Company and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

     (p) Sarbanes-Oxley Act; Internal Controls. The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof, except where such noncompliance would not have, individually or in the aggregate, a Material Adverse Effect. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is

12

SECURITIES PURCHASE AGREEMENT


permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. To the extent necessary to comply with applicable SEC rules, the Company has established disclosure controls and procedures (as defined in 1934 Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including the Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed period report under the 1934 Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the end of the period covered by the most recently filed periodic report under the 1934 Act (such date, the "Evaluation Date"). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 308 of Regulation S-K) or, to the best of the Company's knowledge, in other factors that could significantly affect the Company's internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with United States GAAP and the applicable requirements of the 1934 Act.

     (q) Transactions With Affiliates. Except as set forth in the SEC Documents filed at least ten (10) Business Days prior to the date hereof, none of the officers, directors or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest or is an officer, director, trustee or partner.

     (r) Equity Capitalization. (i) As of the date hereof, the authorized capital stock of the Company consists of (i) 120,000,000 shares of Common Stock, of which as of the date hereof, 22,515,171 are issued and outstanding and (ii) 2,500,000 shares of preferred stock. All of such outstanding shares have been validly issued and are fully paid and nonassessable and were issued in full compliance with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, and were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. None of the Company’s or the Subsidiary’s share capital is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary. Except with respect to the Warrants and the Placement Agent Warrants, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital of the Company or any of

13

SECURITIES PURCHASE AGREEMENT


its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital of the Company or any of its Subsidiaries. Except as set forth in the Disclosure Schedule, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound. There are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries. Except as set forth in the Disclosure Schedule, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement).

     (ii) The issuance and sale of the Securities hereunder will not obligate the Company to issue or offer to issue shares of Common Stock or other securities to any other Person (other than the Buyers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security.

     (iii) The Company has furnished to the Buyers true, correct and complete copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

     (s) Indebtedness and Other Contracts. Except as set forth in the Disclosure Schedule, the Company (i) has no outstanding Indebtedness (as defined below), (ii) is not a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument would result in a Material Adverse Effect, (iii) is not in violation of any term of or in default under any material contract, agreement or instrument, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, and (iv) is not a party to any contract, agreement or instrument, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect.

     For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in

14

SECURITIES PURCHASE AGREEMENT


the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and (z) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

     (t) Absence of Litigation. There is no material action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries, any of the Company’s or its Subsidiaries’ officers or directors or the transactions contemplated by the Transaction Documents.

     (u) Employee Relations. (i) The Company is not a party to or bound by any collective bargaining agreements or other agreements with labor organizations. The Company has not violated in any material respect any laws, regulations, orders or contract terms, affecting the collective bargaining rights of employees, labor organizations or any laws, regulations or orders affecting employment discrimination, equal opportunity employment, or employees’ health, safety, welfare, wages and hours.

     (ii) (a) There are no labor disputes existing, or to the Company's knowledge, threatened, involving strikes, slow-downs, work stoppages, job actions, disputes, lockouts or any other disruptions of or by the Company's employees, (b) there are no unfair labor practices or petitions for election pending or, to the Company's knowledge, threatened before the National Labor Relations Board or any other foreign, federal, state or local labor commission relating to the Company's employees, (c) no demand for recognition or certification heretofore made by any labor organization or group of employees is pending with respect to the Company and (d) to the Company's best knowledge, the Company enjoys good labor and employee relations with its employees and labor organizations.

     (iii) The Company is, and at all times has been, in compliance in all material respects with all applicable laws respecting employment (including laws relating

15

SECURITIES PURCHASE AGREEMENT


to classification of employees and independent contractors) and employment practices, terms and conditions of employment, wages and hours, and immigration and naturalization.

     (iv) The Company is not a party to, or bound by, any employment or other contract or agreement that contains any severance, termination pay or change of control liability or obligation, including, without limitation, any “excess parachute payment,” as defined in Section 2806(b) of the Internal Revenue Code.

     (v) No executive officer or key employee, or any group thereof, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing.

     (v) Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real property and facilities and personal property held under lease by the Company and any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

     (w) Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, trademarks, trademark applications, service marks, trade names, copyrights, licenses and other intellectual property rights necessary or material for use in connection with its business as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Neither the Company nor any Subsidiary has received a written notice that the use of the Intellectual Property Rights by the Company or any Subsidiary violates or infringes upon the rights of any Person. To the knowledge of the Company, (i) use of the Intellectual Property Rights by the Company or any Subsidiary does not violate or infringe upon the rights of any Person, and (ii) no third Party is infringing upon the Intellectual Property Rights of the Company or any Subsidiary. To the knowledge of the Company, all such Intellectual Property Rights are enforceable.

     (x) Tax Status. The Company and each of its Subsidiaries (i) has made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. All taxes and other assessments and levies that the Company or any Subsidiary is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental entity or third party when due.

16

SECURITIES PURCHASE AGREEMENT


There are no tax liens or claims pending or, to the Company’s knowledge, threatened against the Company or any Subsidiary or any of their respective assets or property. There are no outstanding tax sharing agreements or other such arrangements between the Company and any Subsidiary or other corporation or entity.

     (y) Insurance Coverage. The Company and each Subsidiary maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by the Company and each Subsidiary, and the Company reasonably believes such insurance coverage to be adequate against all liabilities, claims and risks against which it is customary for comparably situated companies to insure.

     (z) Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect.

     (aa) Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities or (ii) other than the Placement Agent, sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities.

     (bb) Company’s Knowledge. For purposes of this Agreement, “knowledge of the Company” or the “Company’s knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company.

     (cc) Make Good Shares. The Make Good Pledgor is the sole record and beneficial owners of the ATNI Make Good Shares (defined below) and the Revenue Make Good Shares (defined below), and holds such shares free and clear of all liens. “Make Good Pledgor” shall defined herein as Dickson V. Lee.

4. OTHER AGREEMENTS OF THE PARTIES

(a) The Make Good Pledgor agrees that:

     (i) In the event that the Company’s audited after tax net income before minority interest, calculated in accordance with GAAP and reported in the Company’s 2010 Annual Report on Form 10K (the “2010 Annual Report”) is less than $32,040,000, subject to adjustments permitted under this Section 4(a) (the “2010 Guaranteed ATNI”), the Make Good Pledgor will transfer (in accordance with the Make Good Escrow Agreement) to the Buyers on a pro-rata basis (determined by dividing each Buyer’s Purchase Price by the aggregate of all the Purchase Prices delivered to the Company by the Buyers hereunder) for no additional consideration other than payment of their respective Purchase Price paid at Closing, 750,000

17

SECURITIES PURCHASE AGREEMENT


shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “ATNI Make Good Shares”).

     (ii) In the event that the Company’s net revenue, calculated in accordance with GAAP and reported in the 2010 Annual Report is less than $108, 118,950, subject to adjustments permitted under this Section 4(a) (the “2010 Guaranteed Revenue”), the Make Good Pledgor will transfer (in accordance with the Make Good Escrow Agreement) to the Buyers on a pro-rata basis (determined by dividing each Buyer’s Purchase Price by the aggregate of all the Purchase Prices delivered to the Company by the Buyers hereunder) for no additional consideration other than payment of their respective Purchase Price paid at Closing, 750,000 shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “Revenue Make Good Shares” and collectively, with the ATNI Make Good Shares, the “Make Good Shares”).

     (iii) In the event that the audited after tax net income before minority interest of the Company, calculated in accordance with GAAP and reported in the 2010 Annual Report is equal to or greater than the 2010 Guaranteed ATNI, no transfer of the ATNI Make Good Shares shall be required by the Make Good Pledgor to the Buyers and such ATNI Make Good Shares shall be returned to the Make Good Pledgor in accordance with the Make Good Escrow Agreement.

     (iv) In the event that the audited net revenue, calculated in accordance with GAAP and reported in the 2010 Annual Report is equal to or greater than the 2010 Guaranteed Revenue, no transfer of the Revenue Make Good Shares shall be required by the Make Good Pledgor to the Buyers and such Revenue Make Good Shares shall be returned to the Make Good Pledgor in accordance with the Make Good Escrow Agreement.

     (v) Any such transfer of the ATNI Make Good Shares or the Revenue Make Good Shares under this Section shall be made to the Investors or the Make Good Pledgor, as applicable, within 10 Business Days after the date which the 2010 Annual Report for the Company is filed with the Commission and otherwise in accordance with this Make Good Agreement.

     (vi) Notwithstanding the foregoing, the parties agree that for purposes of determining whether or not the 2010 Guaranteed ATNI or the 2010 Guaranteed Revenue have been achieved, neither (i) the release of the ATNI Make Good Shares or the Revenue Make Good Shares to the Make Good Pledgor or the Investors as a result of the operation of this Make Good Agreement or (ii) the Warrants shall be deemed to be an expense, charge, or other deduction from revenues or net income even though GAAP may require contrary treatment. Notwithstanding anything to the contrary contained herein, any direct or indirect tax breaks, tax holidays, tax credits or similar tax benefit(s), compensation, grant or any other remuneration or deduction granted or benefiting any of the Company or its Subsidiaries by any governmental authority or body, which are beyond and in addition to benefits that may exist on the Closing date, shall be excluded for purposes of determining whether or not the 2010 Guaranteed ATNI or 2010 Guaranteed Revenue, as the case may be, has been achieved by the Company.

18

SECURITIES PURCHASE AGREEMENT


     (vii) In connection with the foregoing, the Make Good Pledgor agrees that within three Trading Days following the Closing, the Make Good Pledgor will deposit all the ATNI Make Good Shares and all the Revenue Make Good Shares into escrow in accordance with the Make Good Escrow Agreement and the handling and disposition of the ATNI Make Good Shares and the Revenue Make Good Shares shall be governed by this Section 4 and the Make Good Escrow Agreement. The Make Good Pledgor hereby agrees that their obligation to transfer shares of Common Stock to Buyers pursuant to this Section 4 and the Make Good Agreement shall continue to run to the benefit of each Buyer even if such Buyer shall have transferred or sold all or any portion of its Securities, and that Investors shall have the right to assign its rights to receive all or any such shares of Common Stock to other persons in conjunction with negotiated sales or transfers of any of its Common Stock.

     (viii) The Company covenants and agrees that upon any transfer of ATNI Make Good Shares or Revenue Make Good Shares to the Buyers in accordance with the Make Good Escrow Agreement, the Company shall promptly instruct its transfer agent to reissue such ATNI Make Good Shares or Revenue Make Good Shares in the applicable Buyer’s name and deliver the same as directed by such Buyer.

     (ix) If any term or provision of this Section 4 is in contradiction of or conflicts with any term or provision of the Make Good Escrow Agreement, the terms of the Make Good Escrow Agreement shall control.

     (b) Fractional Shares. Notwithstanding any other provision of this Agreement, no certificate for fractional shares of Common Stock will be issued in the Transaction. In lieu of any such fractional shares, if any of the Buyers would otherwise be entitled to receive a fraction of a share of Common Stock pursuant to this Agreement, the Buyers will be entitled to have such fraction rounded up to the nearest whole number of Common Stock and will receive from the Company a stock certificate representing same.

5. COVENANTS.

     (a) Best Efforts. Each party shall use its best efforts timely to satisfy each of the conditions to be satisfied by it as provided in Sections 6 and 7 of this Agreement.

     (b) Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer and the Placement Agent promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers and the Placement Agent on or prior to Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

19

SECURITIES PURCHASE AGREEMENT


     (c) Reporting Status. Until the date on which the Investors (as defined in the Registration Rights Agreement) shall have sold all the Common Stock and none of the Warrants is outstanding (the “Reporting Period”), the Company shall file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would otherwise permit such termination. The Company will furnish to the Buyers and/or their assignees such information relating to the Company and its Subsidiaries as from time to time may reasonably be requested by the Buyers and/or their assignees; provided, however, that the Company shall not disclose material nonpublic information to the Buyers, or to advisors to or representatives of the Buyers, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Buyers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Buyer wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

     (d) Listing. The Company shall promptly secure the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed (subject to official notice of issuance) and shall maintain such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents. The Company shall maintain the Common Stocks’ authorization for quotation on the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(d).

     (e) Fees. The Company shall reimburse all (i) reasonable costs and expenses (including travel-related expenses) of Placement Agent, including without limitation, fees, expenses, travel expenses and disbursements of outside counsel, consultants and engineers incurred in connection with due diligence and preparation of the Transaction Documents and the administration of the Units and (ii) reasonable costs, expenses and travel expenses of Agent (including fees and costs of Agent’s outside counsel) in connection with the enforcement or protection of their rights and remedies under the Units. These fees shall not exceed $1,000 unless prior approval has been granted by the Company. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

     (f) Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any state or federal governmental entity, administrative agency or other regulatory agency, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

     (g) No Conflicting Agreements. The Company will not take any action, enter into any agreement or make any commitment that would conflict or interfere in any material respect with the Company’s obligations to the Buyers under the Transaction Documents.

20

SECURITIES PURCHASE AGREEMENT


     (h) Compliance with Laws. The Company will comply in all material respects with all applicable laws, rules, regulations, orders and decrees of all state or federal governmental entities, administrative agencies or other regulatory agencies.

     (i) Reservation of Common Stock. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of providing for the exercise of the Warrants and the Placement Agent Warrants, such number of shares of Common Stock as shall from time to time equal the Warrant Shares and the Placement Agent Warrant Shares issuable upon the due exercise of the Warrants and the Placement Agent Warrants, as the case may be, in accordance with their respective terms.

6. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

     The obligation of the Company hereunder to issue and sell the Units to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing such Buyer with prior written notice thereof:

     (i) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

     (ii) Such Buyer shall have delivered to the Escrow Agent the Purchase Price by wire transfer of immediately available funds.

     (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date.

     (iv) The Make Good Pledgor shall have delivered the ATNI Make Good Shares and the Revenue Make Good Shares to the Escrow Agent.

7. CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE.

     The obligation of each Buyer hereunder to purchase the Units at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

     (i) The Company shall have executed and delivered to such Buyer (A) each of the Transaction Documents, and (B) the Units (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.

21

SECURITIES PURCHASE AGREEMENT


     (ii) Such Buyer shall have received the opinion of Richardson & Patel LLP, the Company’s corporate counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto.

     (iii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction.

     (iv) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada.

     (v) The Company shall have delivered to such Buyer a certificate, executed by the Chief Executive Officer of the Company and dated as of the Closing Date, as to (i) resolutions adopted by the Company’s Board of Directors to approve the transactions contemplated by this Agreement, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing.

     (vi) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect a form of which is attached hereto as Exhibit F.

     (vii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, except for post-closing securities filings or notifications required to be made under federal or state securities laws.

     (viii) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or by the other Transaction Documents.

     (ix) No stop order or suspension of trading shall have been imposed by the Principal Market, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

     (x) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

22

SECURITIES PURCHASE AGREEMENT


     (xi) The Make Good Pledgor shall have delivered the ATNI Make Good Shares and the Revenue Make Good Shares to the Escrow Agent.

8. TERMINATION. In the event that the Closing shall not have occurred with respect to a Buyer on or before ten (10) Business Days from the date Buyer executed such Agreement due to the Company’s or such Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching party’s failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party (but in the case that a Buyer is the breaching party, only with respect to such breaching Buyer) at the close of business on such date without liability of any party to any other party. In the event of termination by the Company or any Buyer of its obligations to effect the Closing pursuant to this Agreement, written notice thereof shall forthwith be given to the other Buyers and the other Buyers shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and the other Buyers. Nothing in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

9. MISCELLANEOUS.

     (a) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of California without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of California located in Los Angeles County and the United States District Court for the Central District of California for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

     (b) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

23

SECURITIES PURCHASE AGREEMENT


     (c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

     (d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

     (e) Entire Agreement; Amendments. This Agreement and the other Transaction Documents supersede all other prior oral or written agreements between the Buyers, the Company, their Affiliates and Persons acting on their behalf with respect to the matters discussed herein and therein, and this Agreement, the other Transaction Documents and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the holders of a majority of outstanding common stock issued through this offering and any amendment to this Agreement made in conformity with the provisions of this Section 10(e) shall be binding on all Buyers and holders of Securities, as applicable; provided that any amendment of Sections 1(a)(iii), 5(a) through 5(d), and 6 shall require the consent of all Buyers; provided, further, however, that any amendment that disproportionately affects a Buyer in a materially and adversely manner (except as a result of holding a greater percentage of Common Stock) shall require prior written consent of such Buyer; provided further, however, that any Buyer may be added as a party to this Agreement in accordance with Section 1 of this Agreement by the Company without the consent of the prior Buyers. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. No such amendment shall be effective to the extent that it applies to less than all of the holders of the applicable Securities then outstanding. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of Common Stock or holders of the Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide any financing to the Company or otherwise.

     (f) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

24

SECURITIES PURCHASE AGREEMENT


If to the Company:     
 
                   L & L International Holdings, Inc. 
                   130 Andover Park East, Suite 101 
                   Seattle, Washington 98188 
                   Telephone:    (206) 264-8065 
                   Facsimile:    (206) 264-8065 
                   Attention:    Chief Executive Officer 
 
With a copy to:     
 
                   Richardson & Patel, LLP 
                   10900 Wilshire Blvd., Suite 500 
                   Los Angeles, California 90024 
                   Telephone:    (310) 208-1182 
                   Facsimile:    (310) 208-1154 
                   Attention:    Peter Hogan, Esq. 
 
If to a Buyer or Buyers: 
 
                   to its address and facsimile number set forth on the Schedule of 
                   Buyers, with copies to such Buyer’s representatives as set forth on 
                   the Schedule of Buyers. 

or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

     (g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Common Stock or the Warrants.

     (h) No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

     (i) Survival. The representations and warranties of the Company and the Buyers contained in Sections 2 and 3 and the agreements and covenants set forth in Sections 5 and 9 shall survive the Closing. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

25

SECURITIES PURCHASE AGREEMENT


     (j) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

     (k) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

     (l) Independent Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under any Transaction Document are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Buyers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Buyer confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. Subject to the foregoing, the Company shall not offer or pay any consideration to any Buyer to secure such Buyer’s agreement to amend, or consent to a waiver or modification of, any provision of any of the Transaction Documents unless the Company offers the same consideration to all of the Buyers for such purpose. The Company acknowledges that each of the Buyers has been provided with the same Transaction Documents for the purpose of closing a transaction with multiple Buyers and not because it was required or requested to do so by any Buyer.

     (m) Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

     (n) Publicity. Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Buyers without the prior consent of the Company (in the case of a release or announcement by the Buyers) or the Buyers (in the case of a release or announcement by the Company) (which consents shall not be unreasonably withheld), except as such release or announcement may be required by law or the applicable rules or regulations of any securities exchange or securities market, in which case the Company or the Buyers, as the case may be, shall allow the Buyers or the Company, as applicable, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement in advance of such issuance. By 8:30 a.m. (New York City time) on the Trading Day (as defined below) immediately following the Closing

26

SECURITIES PURCHASE AGREEMENT


Date, the Company shall issue a press release disclosing the consummation of the transactions contemplated by this Agreement. The Company will file a Current Report on Form 8-K attaching the press release described in the foregoing sentence as well as copies of the Transaction Documents (including the Disclosure Schedule), on the first Trading Day immediately following the Closing. In addition, the Company will make such other filings and notices in the manner and time required by the SEC or the Principal Market. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Buyer, or include the name of any Buyer in any filing with the SEC (other than the Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic filing requirements under the 1934 Act) or any regulatory agency or the Principal Market, without the prior written consent of such Buyer, except to the extent such disclosure is required by law or trading market regulations, in which case the Company shall provide the Buyers with prior notice of such disclosure. For purposes of this Agreement, “Trading Day” means (i) if the relevant stock or security is listed or admitted for trading on The New York Stock Exchange, Inc., the Nasdaq Global Market, the Nasdaq Capital Market, any other national securities exchange, or the OTC Bulletin Board, a day on which such exchange is open for business; or (ii) if the relevant stock or security is quoted on a system of automated dissemination of quotations of securities prices, a day on which trades may be effected through such system.

     (o) Material Non-Public Information. Following the consummation of the transactions contemplated by this Agreement, the Company shall not, and shall cause its and its Subsidiaries' officers, directors, employees and agents, not to, provide any Buyer with any material non-public information regarding the Company without the express prior consent of such Buyer.

[Signature Page Follows]

27

SECURITIES PURCHASE AGREEMENT


     IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

COMPANY:

L & L INTERNATIONAL HOLDINGS, INC. 

By:

Dickson V. Lee
Chief Executive Officer

     IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

  BUYERS:

________________________________________
Buyer

________________________________________
Signature

________________________________________
Authorized Representative

________________________________________
Title

SUBSCRIPTION ACCEPTANCE

Accepted as of the ___ day of _________, 2009 as to $_______________in purchase price of Units;

Subscription price accepted being $______________

L & L INTERNATIONAL HOLDINGS, INC.

By:
___________________________________________
Name: Dickson V. Lee

Title: Chief Executive Officer

 

- 2 -


SCHEDULE OF BUYERS
(1)    (2)    (3)    (4)    (5) 
 
 
 
    Address and            Legal Representative’s Address 
Buyer    Facsimile Number    Number of Units    Purchase Price    and Facsimile Number 






 

 

 

SECURITIES PURCHASE AGREEMENT


    EXHIBITS 
 
Exhibit A    Form of Warrants 
Exhibit B    Form of Registration Rights Agreement 
Exhibit C    Form of Escrow Agreement 
Exhibit D    Form of Make Good Escrow Agreement 
Exhibit E    Form of Company Counsel Opinion 
Exhibit F    Form of Officer’s Certificate 
 
 
    SCHEDULES 
 
Schedule of Buyers 
Disclosure Schedule 

 

 

SECURITIES PURCHASE AGREEMENT


Definition of “Accredited Investor”

Category A      The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, presently exceeds $1,000,000.

Category B      The undersigned is an individual (not a partnership, corporation, etc.) who had an income in excess of $200,000 in each of the two most recent years, or joint income with his or her spouse in excess of $300,000 in each of those years (in each case including foreign income, tax exempt income and full amount of capital gains and losses but excluding any income of other family members and any unrealized capital appreciation) and has a reasonable expectation of reaching the same income level in the current year.

Category C      The undersigned is a director or executive officer of the Company which is issuing and selling the securities.

Category D      The undersigned is a bank; a savings and loan association; insurance company; registered investment company; registered business development company; licensed small business investment company (“SBIC”); or employee benefit plan within the meaning of Title 1 of ERISA and (a) the investment decision is made by a plan fiduciary which is either a bank, savings and loan association, insurance company or registered investment advisor, or (b) the plan has total assets in excess of $5,000,000 or (c) is a self directed plan with investment decisions made solely by persons that are accredited investors.

Category E      The undersigned is a private business development company as defined in section 202(a)(22) of the Investment Advisors Act of 1940.

Category F      The undersigned is either a corporation, partnership, Massachusetts business trust, or non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code, in each case not formed for the specific purpose of acquiring the Securities and with total assets in excess of $5,000,000.

Category G      The undersigned is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, where the purchase is directed by a “sophisticated investor“ as defined in Regulation 506(b)(2)(ii) under the Act.

Category H      The undersigned is an entity (other than a trust) in which all of the equity owners are “accredited investors” within one or more of the above categories. If relying upon this Category alone, each equity owner must complete a separate copy of this Agreement.

 

 

10081469.7


SCHEDULE 3(a)
(Organization and Qualification)

The Company’s subsidiaries are as follows: (1) Kunming Biaoyu Industrial Boiler Co., Ltd., (2) L&L Coal Partners, and (3) Hon Shen Coal Washing.

 

 

 

 

D-1

     DISCLOSURE SCHEDULES TO THE

        SECURITIES PURCHASE AGREEMENT


SCHEDULE 3(k)
(SEC Documents; Financial Statements)
and
SCHEDULE 3(t)
(Absence of Litigation)

The Company and its officers and board members currently have no pending litigation or proceedings before any state or federal courts or with the SEC. In 2003 – 2004, L&L International Holdings, Inc. was based out of Hong Kong and had begun to expand in the United States. At that time, the CEO, Dickson Lee was serving as a judicial member of the Hong Kong Insider Dealing Tribunal.

At the time, the Seattle office was a small startup. During this initial expansion period, L&L engaged Steve Johnston to identify potential investors. In connection with Mr. Johnson’s activities, some state regulatory agencies and FINRA investigated and made various allegations including that: (1) Mr. Johnson and his entity International Market Group, Inc. (“IMG”) allegedly effected sales of securities while unlicensed or unregistered; sold securities without such securities being qualified or otherwise exempt; and made misstatements and/or omissions of material fact, (2) that the Company and Mr. Lee allegedly (a) used an unregistered securities salesperson and/or failed to adequately supervise such salesperson, (b) sold securities without such securities being qualified under or being exempt from applicable state securities laws, and/or (c) made misstatements of material facts and/or omitted to state material facts about the Company and Mr. Johnston in connection with the offers and sales of securities in the 2003-2004 financings

In March 2006, the California Corporation’s Commissioner issued an administrative order to the Company, Dickson Lee, Mr. Johnston and IMG to refrain and desist from (a) further offer or sale of securities in California unless and until qualification has been made for such sales under California securities laws, (b) effecting any transactions as broker-dealers of the Company’s securities until they have applied for and secured from a certificate from the Commissioner authorizing them to act in that capacity, and (c) offering or selling or buying or offering to buy any security in California by means of any written or oral communication which includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. The Company and Mr. Lee have been in compliance with the order since its issue.

In March 2006, the Company entered into a Consent Agreement with the State of New Mexico’s Securities Division under which the Company, without a finding of guilt or the Company having to admit the allegations made, agreed to provide information regarding and send rescission letters to the two (2) New Mexico investors who purchased in the financings, amend and correct a Form D filed with the Securities and Exchange Commission, and to pay civil monetary penalties and fees.

In February 2007, Mr. Lee, due to his role as the Company’s President, without admitting guilt, agreed to pay a fine to FINRA and was suspended from associating with any FINRA member for 1 year. The fine was fully paid and the suspension is no longer in effect.

In April 2007, the Department of Banking of the State of Connecticut issued a consent order to the Company ordering (a) the Company and its officers, employees and directors to refrain from violations of state securities laws including employment of unregistered agents or selling securities in violation of such laws, (b) prohibiting the Company from selling securities in or from Connecticut for 10 years, and (c) payment of an administrative fine.

D-2
DISCLOSURE SCHEDULES TO THE
SECURITIES PURCHASE AGREEMENT

In September 2009, the Company agreed to pay the State of Washington Department of Financial Institutions’ Securities Division a fine with no additional sanctions or restrictions in final settlement of this matter and is waiting for final documentation of such settlement.

These matters were from an event that occurred over five years ago. The Company’s has been in compliance with all laws and regulations since. We do not have any association with Mr. Johnston. We are currently seeking relief from Connecticut’s order and have engaged an attorney to assist us in the process.

 

 

 

 

D-3

     DISCLOSURE SCHEDULES TO THE

         SECURITIES PURCHASE AGREEMENT