MIDDLE KINGDOM ALLIANCE CORPORATION
Exhibit 10.5
MIDDLE KINGDOM ALLIANCE CORPORATION
December 19, 2006
Primus Capital LLC
000 Xxxxx Xxxxxxx Xxxxxx, Xxx 000
Xxxxxxx, XX 00000
Xxxxxxx Xxxxx
35125 CITIC Square
0000 Xxxxxxx Xxxx Xxxx
Xxxxxxxx, Xxxxx 000000
MTP Holdings Ltd.
Xxxx 000, Xxxx Xxxx Xxxxx
000 Xxxxxxx Xxxxx Road,
Shanghai 200021, P.R. China
Xxxxx Xxx Xxxxx Xxx
00-0000 Xxxxxxx Xxxxxx
Xxxxxxxx Xxxx
Xxxxxxx X0X 0X0
Xxxxxx
Gentlemen:
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Middle Kingdom Alliance Corporation (the “Company”) and continuing (i) until the consummation by the Company of a “Business Combination” (as described in the Company’s IPO prospectus), OR (ii) the later of (a) 18 months from commencement of the IPO if the Company does not effect a Business Combination, or (b) 24 months from the consummation of the IPO if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months of commencement of the IPO and the Company has not effected a Business Combination, the above entities and individuals shall make available to the Company certain office and secretarial services as may be required by the Company from time to time. In exchange therefore, the Company shall allocate among Primus Capital LLC, Xxxxxxx Xxxxx, MTP Holdings LLC and Xxxxx Xxx the sum of $7,500 per month on the Effective Date and continuing monthly thereafter, as directed by the parties.
Very truly yours, | ||
MIDDLE KINGDOM ALLIANCE CORP. | ||
By: | /s/ Xxxxxxx X. Xxxxxxxxx III | |
Xxxxxxx X. Xxxxxxxxx III, CEO |
AGREED TO AND ACCEPTED BY: | ||
/s/ Xxxxxxx X. Xxxxxxxxx III | ||
PRIMUS CAPITAL, LLC | ||
By: | Xxxxxxx X. Xxxxxxxxx III, Chief Executive Officer | |
/s/ Xxxxxxx Xxxxx | ||
XXXXXXX XXXXX | ||
/s/ Xxxx Xxxx Yao | ||
MTP HOLDINGS LTD. | ||
By: | Xxxx Xxxx Yao, Director | |
/s/ Xxxxx Xxx Xxxxx Xxx | ||
XXXXX XXX XXXXX XXX |
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