Xinhua China Ltd – IRREVOCABLE TRANSFER AGENT INSTRUCTIONS November 23, 2005 (December 16th, 2005)
Reference is made to that certain Securities Purchase Agreement (the "Securities Purchase Agreement") of even date herewith by and between Xinhua China Ltd, a Nevada corporation (the "Company"), and the Buyers set forth on Schedule I attached thereto (collectively the "Buyers") and that certain Escrow Shares Escrow Agreement (the "Escrow Agreement") of even date herewith among the Company, the Buyers and Gottbetter & Partners, LLP, as escrow agent (the "Escrow Agent"). Pursuant to the Securities Purchase Agreement, the Company shall sell to the Buyers, and the Buyers shall purchase from the Company, convertible debentures (collectively, the "Debentures") in the aggregate principal amount of Four Million Dollars ($4,000,000), plus accrued interest, which are convertible into shares of the Company's common stock, par value $.00001 per share (the "Common St ock"), at the Buyers discretion. These instructions relate to the following stock or proposed stock issuances or transfers:
Xinhua China Ltd – Void After 5:00 p.m., New York Time on November 23, 2010 Warrant to Purchase 1,035,000 Shares of Common Stock WARRANT TO PURCHASE COMMON STOCK OF XINHUA CHINA LTD (December 16th, 2005)
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ARE BEING ISSUED PURSUANT TO RULE 506 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT. FOR VALUE RECEIVED, Xinhua China Ltd, a corporation organized under the laws of Nevada (the "Company"), grants the following rights to Highgate House Funds, Ltd. and/or its assigns (the "Holder"):
Xinhua China Ltd – Investor Registration Rights Agreement (December 16th, 2005)
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 23, 2005, by and among XINHUA CHINA LTD, a Nevada corporation (the "Company"), and the undersigned investors listed on Schedule I attached hereto (each, an "Investor" and collectively, the "Investors").
Xinhua China Ltd – Contract (December 16th, 2005)
Xinhua China Ltd – Escrow Shares Escrow Agreement (December 16th, 2005)
THIS ESCROW SHARES ESCROW AGREEMENT (the "Agreement") is made and entered into as of November 23, 2005 (the "Effective Date") by and among HIGHGATE HOUSE FUNDS, LTD. ("Highgate"), XINHUA CHINA LTD, a corporation organized and existing under the laws of the State of Nevada (the "Company"), and GOTTBETTER & PARTNERS, LLP, as escrow agent ("Escrow Agent").
Xinhua China Ltd – Contract (August 12th, 2004)
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT ------------------------ THIS AGREEMENT is made and dated for reference effective as of the 16th day of July, 2004. BETWEEN - ------- Xianping Wang, an individual with an address for notice and ------------- delivery located at No. 39 Shangdi Xi Road, Haidian District, Beijing, P.R. China 100085 (hereinafter referred to as the "Buyer") AND - --- Sergei Stetsenko, an individual with an address for notice ---------------- and delivery located at 1160-1040 West Georgia St., Vancouver, BC Canada (referred to as "Stetsenko") AND - --- Hugh Grenfal, an individual with an address for notice and ------------ delivery located at Kogl 1, St. Georgen im Atter