REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2006 • Middle Kingdom Alliance Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2006, by and among, Middle Kingdom Alliance Corporation, a corporation organized under the laws of Delaware (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
CLASS B WARRANT AGREEMENTClass B Warrant Agreement • November 13th, 2006 • Middle Kingdom Alliance Corp. • Blank checks • Delaware
Agreement made as of [____], 2006 between Middle Kingdom Alliance Corp., a corporation organized under the laws of Delaware, with offices at 333 Sandy Springs Circle, Suite 223, Atlanta, GA 30328 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at Continental Stock Transfer & Trust Company, 17 Battery Place, 8th floor, New York NY, 10004 (“Warrant Agent”).
MIDDLE KINGDOM ALLIANCE CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2006 • Middle Kingdom Alliance Corp. • Blank checks • Florida
Middle Kingdom Alliance Corp., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained herein, to sell to Newbridge Securities Corporation ("Newbridge"), I-Bankers Securities Incorporated ("I-Bankers"), and Westminster Securities Corporation (“Westminster”) and the other underwriters named on Schedule I to this Agreement (the “Underwriters”) for whom Newbridge, I-Bankers, and Westminster are acting as Representatives (the “Representatives”):
CLASS A WARRANT AGREEMENTClass a Warrant Agreement • November 13th, 2006 • Middle Kingdom Alliance Corp. • Blank checks • Delaware
Agreement made as of [____], 2006 between Middle Kingdom Alliance Corp., a corporation organized under the laws of Delaware, with offices at 333 Sandy Springs Circle, Suite 223, Atlanta, GA 30328 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at Continental Stock Transfer & Trust Company, 17 Battery Place, 8th floor, New York NY, 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 13th, 2006 • Middle Kingdom Alliance Corp. • Blank checks • New York
This Agreement is made as of [___], 2006 by and between Middle Kingdom Alliance Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • November 13th, 2006 • Middle Kingdom Alliance Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of , 2006 (“Agreement”), by and among MIDDLE KINGDOM ALLIANCE CORPORATION, a corporation organized under the laws of Delaware (“Company”), HIGH CAPITAL FUNDING LLC, DAVID A. RAPAPORT, FRED A. BRASCH, BERNARD JEROME TANENBAUM III FAMILY TRUST, GEDEON INTERNATIONAL LIMITED, MTP HOLDINGS LTD., ALLAN LAM, and ANTHONY NG (collectively “Initial Shareholders”) and Continental Stock Transfer & Trust Company (“Escrow Agent”).
MIDDLE KINGDOM ALLIANCE CORPORATIONMiddle Kingdom Alliance Corp. • November 13th, 2006 • Blank checks
