COMMON STOCK PURCHASE WARRANT CHINA SHESAYS MEDICAL COSMETOLOGY INC.China SHESAYS Medical Cosmetology Inc. • November 12th, 2010 • Services-business services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Chief Capital Limited or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 7, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the two year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from China SHESAYS Medical Cosmetology Inc., a Nevada corporation (the “Company”), up to 48,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be $2.00 per share (the "Exercise Price").
Financial Advisory Services AgreementFinancial Advisory Services Agreement • November 12th, 2010 • China SHESAYS Medical Cosmetology Inc. • Services-business services, nec
Chief Capital Limited (“Chief”), a Hong Kong company, is pleased to act as the exclusive Chinese Financing Advisor to Sichuan SHESAYS Cosmetology Hospital Co., Ltd. (“SHESAYS”) (together with its subsidiaries and affiliates, including, but not limited to, any shell company acquired by SHESAYS, or an affiliate of SHESAYS, collectively referred to herein as the “Company”) from the date of this letter agreement through the end of the Engagement Period (as hereinafter defined) with respect to any reverse merger, financing by the Company or through a shell company (a “Shell”) which becomes a holding company for the Company’s business or assets (a “Financing”), sale, merger, joint venture, consolidation or any other business combination, in one or more transactions, involving all or a substantial amount of the business, securities or assets of the Company (the “Transaction”).
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • November 12th, 2010 • China SHESAYS Medical Cosmetology Inc. • Services-business services, nec • New York
This Make Good Escrow Agreement (the “Make Good Agreement”), dated effective as of November 5, 2010, is entered into by and among China SHESAYS Medical Cosmetology Inc., a Nevada corporation (the “Company”), Chief Securities Ltd., as agent (“Agent”), Techno Meg Limited, a British Virgin Islands company (the “Make Good Pledgor”), and Corporate Stock Transfer, Inc., as escrow agent (“Escrow Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 12th, 2010 • China SHESAYS Medical Cosmetology Inc. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 5, 2010, by and among China SHESAYS Medical Cosmetology Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
