FORM OF WARRANTForefront Holdings, Inc. • January 4th, 2008 • Sporting & athletic goods, nec • Florida
THIS WARRANT IS SUBJECT TO THE TERMS OF THE SECURITIES PURCHASE AGREEMENT, DATED AS OF DECEMBER 31, 2007 BETWEEN THE COMPANY AND STANFORD INTERNATIONAL BANK LTD., A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY, AND ANY TRANSFERS AND TRANSFEREES OF THIS WARRANT AND THE WARRANT STOCK ARE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH AGREEMENT
LETTER AGREEMENT December 31, 2007Letter Agreement • January 4th, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Florida
This Letter Agreement (this “Agreement”) is entered into as of the date hereof by and among the parties named on Exhibit A hereto (the “Transaction Parties”). The Transaction Parties have entered into various documents for the purpose of effectuating a series of interrelated transactions and wish to enter into this Agreement in order to address certain matters relating thereto. For the purposes of this Agreement, the term “Transaction Documents” shall have the meaning given to it on Exhibit B hereto, the term “Transactions” shall be defined as the transactions contemplated by the Transaction Documents, and the term “Closing” shall be defined as the time at which all of the Transactions have been consummated, which is currently contemplated by the Transaction Parties to be the time when a Registration Statement of ForeFront BVI Ltd., a company incorporated under the laws of the British Virgin Islands (“ForeFront BVI”), relating to the Transactions is declared effective by the Securities
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 4th, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Florida
WHEREAS, prior to the consummation of the transactions contemplated by the ForeFront/Hisense/Ligent Transaction (as defined below), SIBL owns 82.57% of the capital stock of ForeFront Holdings, Inc., a Florida corporation (“ForeFront Holdings”) on a fully diluted basis;
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 4th, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Florida
This Share Exchange Agreement dated as of the 31st day of December, 2007, is entered into by and among FOREFRONT BVI, LTD., a company incorporated under the laws of the British Virgin Islands (the “Company”), FOREFRONT HOLDINGS, INC., a Florida corporation (“Forefront Holdings”), HISENSE CO. LTD., a company incorporated under the laws of the People’s Republic of China (“Hisense Group”), QINGDAO HISENSE ELECTRONIC HOLDING LTD., a company incorporated under the laws of the People’s Republic of China (“HEH”)(Hisense Group and HEH, collectively, the “Shareholders”) and LIGENT PHOTONICS, INC., a Delaware corporation (“Ligent US”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 4th, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Florida
THIS COMMON STOCK PURCHASE AGREEMENT, dated as of the 31st day of December 2007 (the “Agreement”), is entered into by and between Broadband Multimedia Systems, Ltd., a company organized under the laws of the British Virgin Islands (the “Company”), and Stanford International Bank Ltd., a banking corporation organized under the laws of Antigua and Barbuda (the “Purchaser”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 4th, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Virgin Islands
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of December 31, 2007, by and among BROADBAND MULTIMEDIA SYSTEMS, LTD., a corporation organized under the laws of the British Virgin Islands (the “Merging Corporation”), FOREFRONT BVI LTD., a corporation organized under the laws of the British Virgin Islands (the “Surviving Corporation”) and STANFORD INTERNATIONAL BANK LTD., a banking corporation organized under the laws of Antigua and Barbuda and the sole shareholder of the Merging Corporation (“Stanford”).
FRAMEWORK AGREEMENTFramework Agreement • January 4th, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 4th, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Virgin Islands
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of December 31st, 2007, by and among LIGENT INTERNATIONAL, INC., a corporation organized under the laws of the British Virgin Islands (the “Merging Corporation”), FOREFRONT BVI LTD., a corporation organized under the laws of the British Virgin Islands (the “Surviving Corporation”) and FOREFRONT HOLDINGS, INC., a Florida corporation (“Forefront Holdings”) and Hisense Co. Ltd. (the “Responsible Party”).
CONTRIBUTION AGREEMENTContribution Agreement • January 4th, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Florida
This CONTRIBUTION AGREEMENT (the “Agreement”), is made as of this 28th day of December, 2007, by and between ForeFront Holdings, Inc., a Florida corporation (“ForeFront”) and ForeFront BVI Ltd., a British Virgin Islands limited company (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 4th, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Florida
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into and effective as of December 31, 2007 (“Effective Date”), by and among STANFORD VENTURE CAPITAL HOLDINGS, INC., a Delaware corporation or its assignee (“Buyer”), STANFORD INTERNATIONAL BANK LTD., an Antiguan banking corporation (“SIBL”), FOREFRONT BVI LTD., a British Virgin Islands limited company (“Seller”), FOREFRONT HOLDINGS, INC., a Florida corporation (“Holdings”), FOREFRONT GROUP, INC., a Florida corporation (“ForeFront”), FOREFRONT MULTIMEDIA, LLC, a Florida limited liability company (“ForeFront Media”) and MILLER GOLF COMPANY, a Florida corporation (“Miller” and, together with ForeFront and ForeFront Media, the “Companies” and, each individually, a “Company”).
