AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SINO MERCURY ACQUISITION CORP., WINS FINANCE HOLDINGS INC., WINS FINANCE GROUP LIMITED (“COMPANY”) AND THE SHAREHOLDERS OF THE COMPANY DATED AS OF APRIL 24, 2015Agreement and Plan of Reorganization • April 27th, 2015 • Sino Mercury Acquisition Corp. • Blank checks • New York
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of April 24, 2015, by and among Sino Mercury Acquisition Corp, a Delaware corporation (“Sino”), Wins Finance Holdings Inc., a Cayman Islands exempted company and wholly owned subsidiary of Sino (“Holdco”), Wins Finance Group Limited, a British Virgin Islands international business company (the “Company”), and each of Wits Global Limited, Appelo Limited, Glowing Assets Holdings Limited and Cosmic Expert Limited, each of which are British Virgin Islands international companies and shareholders of the Company that, collectively, own 100% of the Company’s outstanding capital and voting shares (“Company Shareholders”).
LOCK-UP AGREEMENTLock-Up Agreement • April 27th, 2015 • Sino Mercury Acquisition Corp. • Blank checks
In connection with the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of April 24, 2015, by and among Sino Mercury Acquisition Corp. (“Surviving Pubco”), Wins Finance Holdings Inc. (“Holdco”), Wins Finance Group Limited, (“Company”), and each of Wits Global Limited, Appelo Limited, Glowing Assets Holdings Limited and Cosmic Expert Limited (each to be referred to herein as the “undersigned”), and in order to induce the parties to consummate the transactions contemplated by the Merger Agreement, the undersigned agrees not to, either directly or indirectly, during the “Restricted Period” (as hereinafter defined):
ESCROW AGREEMENTEscrow Agreement • April 27th, 2015 • Sino Mercury Acquisition Corp. • Blank checks • New York
ESCROW AGREEMENT (“Agreement”) dated __________ 2015 by and among Wins Finance Holdings Inc., a Cayman Islands exempted company (“Surviving Pubco”), the representative (the “Representative”), as representative of the former shareholders (the “Company Shareholders”) of Wins Finance Group Limited (the “Company”), and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Agreement and Plan of Reorganization dated as of April 24, 2015 (“Merger Agreement”).
