Global Market Group Limited 2,800,000 American Depositary Shares Representing 28,000,000 Class A Ordinary Shares $0.00004 Par Value FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2011 • Global Market Group LTD • Services-business services, nec • New York
The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of April [—], 2011, among the Company, Citibank, N.A., as depositary (the “Depositary”), and holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive ten (10) Ordinary Shares deposited pursuant to the Deposit Agreement.
WRITTEN CONSENT TO AMEND THE INVESTORS’ RIGHTS AGREEMENTRights Agreement • April 12th, 2011 • Global Market Group LTD • Services-business services, nec
Reference is made to Section 8.4 of the Amended and Restated Investors’ Rights Agreement entered into on March 26, 2008 among Global Market Group Limited (the “Company”), Series A Investors, Series B Investors, Key Shareholders, Global Market Group (Asia) Limited, Global Market (Guangzhou) Co., Ltd., Global Market International Logistics Co., Ltd., Global Market Logistics Co., Ltd. and Guangzhou Shen Long Computer Science Co., Ltd (the “Agreement”). Any capitalized term used but not defined herein shall have the meaning ascribed to it in the Agreement.
