EMPLOYMENT AGREEMENTEmployment Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
This employment agreement (this "Agreement"), dated as of November 15, 2006 (the "Effective Date"), is made by and between Applied Spectrum Technologies, Inc., a Delaware corporation (the "Company"), and Wei Xu (the "Executive") (each, a "Party" and together, the "Parties").
PLACEMENT AGREEMENT October 17, 2006Placement Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
ESCROW AGREEMENTEscrow Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • Colorado
This ESCROW AGREEMENT (this “Agreement”) made as of October 25, 2006 by and among, EVER LEADER HOLDINGS LIMITED, a company incorporated under the laws of Hong Kong (“Ever Leader”), APPLIED SPECTRUM TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and KEATING SECURITIES, LLC, a Delaware limited liability company (the “Investor Agent”), whose addresses and other information appear on the Information Sheet (as defined herein) attached to this Agreement, and STEELE STREET STATE BANK, 55 Adams Street, Denver, Colorado 80206 (the “Escrow Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 15, 2006, by and among Applied Spectrum Technologies, Inc., a Delaware corporation with headquarters located at 936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
LOCK-UP AGREEMENTLock-Up Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
LOCK-UP AGREEMENT, dated as of November 15, 2006 (this "Agreement"), by and among Applied Spectrum Technologies, Inc., a Delaware corporation (the "Company"), the stockholders listed on the signature pages hereto under the heading "Stockholders" (each a "Stockholder" and collectively, the "Stockholders") and Keating Securities, LLC, a Delaware limited liability company, as agent for the Investors (as defined below) (the "Investor Agent").
VOTING AGREEMENTVoting Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
This VOTING AGREEMENT, dated as of this 15th day of September 2006 (“Agreement”), is by and among KI Equity Partners III, LLC, a Delaware limited liability company (“KI Equity”), XIA Pharmaceutical Inc., an international business company incorporated in the British Virgin Islands and the majority shareholder of the Company (as defined below) and each of the other persons whose signature appears under the caption (collectively, the “Shareholders”) on the signature page hereof. For purposes of this Agreement, KI Equity and each person whose signature appears on the signature page hereof shall be referred to herein individually as “Shareholder” and collectively as the “Shareholders”.
MAKE GOOD AGREEMENTMake Good Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
MAKE GOOD AGREEMENT dated November 15, 2006 (the "Agreement"), by and among Keating Securities, LLC, a Delaware limited liability company, as the authorized agent of the Investors (as defined below) (the "Investor Agent"), Applied Spectrum Technologies, Inc., a Delaware corporation, and its current and future subsidiaries (collectively, "Applied Spectrum"), Ever Leader Holdings Limited, a company incorporated under the laws of Hong Kong SAR, and its direct and indirect subsidiaries (collectively, the "Company"), Mr. Yiqing Wan and Ms. Wei Xu, as individuals (collectively, the "XIA Shareholders") and Moveup Investments Limited, a company organized under the laws of the British Virgin Islands ("Moveup" and together with the XIA Shareholders, the "Depositors"). This Agreement shall become effective upon the execution thereof by all parties.
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
ESCROW AGREEMENT, dated November 15, 2006 (the "Agreement"), by and among Keating Securities, LLC, a Delaware limited liability company, as the authorized agent of the Investors (as defined below) (the "Investor Agent"), Applied Spectrum Technologies, Inc., a Delaware corporation, and its current and future subsidiaries (collectively, "Applied Spectrum"), Ever Leader Holdings Limited, a company incorporated under the laws of Hong Kong SAR, and its direct and indirect subsidiaries (collectively, the "Company" and together with the Investor Agent and Applied Spectrum, the "Third Parties"), Mr. Yiqing Wan and Ms. Wei Xu, as individuals (collectively, the "XIA Shareholders"), Moveup Investments Limited, a company organized under the laws of the British Virgin Islands ("Moveup", and together with the XIA Shareholders, the "Depositors") and Computershare Trust Company, Inc., the transfer agent for Applied Spectrum (the "Escrow Agent").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of November 15, 2006, by and among Applied Spectrum Technologies, Inc., a Delaware corporation, with headquarters located at 936A Beachland Boulevard, Suite 13, Vero Beach, Florida 32963 (the "Company"), Ever Leader Holdings, Limited, a company incorporated under the laws of Hong Kong SAR ("Ever Leader") and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
