CONFIDENTIAL Fredy Bush Chief Executive Officer Xinhua Sports & Entertainment Limited 2201, Tower D, Central International Trade Center 6A Jian Wai Ave., Chaoyang District Beijing 100022, China Dear Ms. Bush:XINHUA SPORTS & ENTERTAINMENT LTD • October 26th, 2009 • Communications services, nec • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Xinhua Sports & Entertainment Limited (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement, the sale purchase agreement and any other documents executed and delivered by the Company and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 26th, 2009 • XINHUA SPORTS & ENTERTAINMENT LTD • Communications services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 26, 2009, between Xinhua Sports & Entertainment Limited, a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON SHARES PURCHASE WARRANT XINHUA SPORTS & ENTERTAINMENT LIMITEDXINHUA SPORTS & ENTERTAINMENT LTD • October 26th, 2009 • Communications services, nec
THIS COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October ___, 2009 (the “Initial Exercise Date”) and on or prior to the close of business on April ___, 2010 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xinhua Sports & Entertainment Limited, a Cayman Islands corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Shares.
