INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • December 16th, 2005 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2005, by and among XINHUA CHINA LTD, a Nevada corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • December 16th, 2005 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods • New York
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of November 23, 2005, by and between XINHUA CHINA LTD, a Nevada corporation (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”). WHEREAS, the Company shall issue and sell to the Secured Party, as provided in the Securities Purchase Agreement dated the date hereof (the “Securities Purchase Agreement”), and the Secured Party shall purchase up to Four Million Dollars ($4,000,000) of two percent (2%) secured convertible debentures (the “Convertible Debentures”), which shall be convertible into shares of the Company’s common stock, par value $.00001 (the “Common Stock”) (as converted, the “Conversion Shares”) in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached to the Securities Purchase Agreement; WHEREAS, to induce the Secured Party to enter into the transaction contemplated by
ESCROW AGREEMENTEscrow Agreement • December 16th, 2005 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of November 23, 2005 by and between XINHUA CHINA LTD, a Nevada corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and Gottbetter & Partners, LLP, as Escrow Agent hereunder (“Escrow Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2005 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 23, 2005, by and among XINHUA CHINA LTD, a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS November 23, 2005Securities Purchase Agreement • December 16th, 2005 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods
Reference is made to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) of even date herewith by and between Xinhua China Ltd, a Nevada corporation (the “Company”), and the Buyers set forth on Schedule I attached thereto (collectively the “Buyers”) and that certain Escrow Shares Escrow Agreement (the “Escrow Agreement”) of even date herewith among the Company, the Buyers and Gottbetter & Partners, LLP, as escrow agent (the “Escrow Agent”). Pursuant to the Securities Purchase Agreement, the Company shall sell to the Buyers, and the Buyers shall purchase from the Company, convertible debentures (collectively, the “Debentures”) in the aggregate principal amount of Four Million Dollars ($4,000,000), plus accrued interest, which are convertible into shares of the Company’s common stock, par value $.00001 per share (the “Common Stock”), at the Buyers discretion. These instructions relate to the following stock or proposed stock issuances or transfers:
Void after 5:00 p.m., New York Time on November 23, 2010 Warrant to Purchase 1,035,000 Shares of Common Stock WARRANT TO PURCHASE COMMON STOCK OF XINHUA CHINA LTDXinhua China LTD • December 16th, 2005 • Wholesale-miscellaneous nondurable goods • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ARE BEING ISSUED PURSUANT TO RULE 506 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT. FOR VALUE RECEIVED, Xinhua China Ltd, a corporation organized under the laws of Nevada (the “Company”), grants the following rights to Highgate House Funds, Ltd. and/or its assigns (the “Holder”):
ESCROW SHARES ESCROW AGREEMENTEscrow Shares Escrow Agreement • December 16th, 2005 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods • New York
THIS ESCROW SHARES ESCROW AGREEMENT (the “Agreement”) is made and entered into as of November 23, 2005 (the “Effective Date”) by and among HIGHGATE HOUSE FUNDS, LTD. (“Highgate”), XINHUA CHINA LTD, a corporation organized and existing under the laws of the State of Nevada (the “Company”), and GOTTBETTER & PARTNERS, LLP, as escrow agent (“Escrow Agent”).
