SHARE PURCHASE AGREEMENT
This share purchase agreement (this “ Agreement ”) is dated as of this 23rd day of July, 2008, by and among:
The foregoing parties shall be hereinafter referred to collectively as the “ Parties ” and individually as a “ Party ”. Ever
Kingdom shall be hereinafter referred to as the “ Seller ”.
WHEREAS, the Company, the Purchasers, the Seller and others are parties to an investor rights agreement, dated as of
June 24, 2008 (the “ Investor Rights Agreement ”), which sets forth certain agreements relating to the rights and obligations of
and among the shareholders of the Company;
WHEREAS, as a result of the issuance by the Company of bonus shares equivalent to a 1,000-for-1 share split of its
Ordinary Shares and Series A Preferred Shares as of July 17, 2008, Ever Kingdom currently holds 7,300,000 Series A Preferred
WHEREAS, the Purchasers desire to purchase from the Seller, and Seller desires to sell to the Purchasers, all of the Series
A Preferred Shares currently held by the Seller (the “ Sale Shares ”) on the terms of this Agreement;
WHEREAS, Winner Wide Limited, CTF Capital Limited, Goldcorn Development Limited, Jumbo Right Holdings Limited and
True Wise Investments Limited have consented to, and have waived any rights that they may have under the Investor Rights
Agreement with respect to, a transfer of the Sale Shares from the Seller to the Purchasers.
NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein
and other good and valuable consideration, and subject to and on the terms and conditions set forth herein, the Parties agree as
1.1 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the
Investor Rights Agreement and the Investment Agreements (as defined in the Investor Rights Agreement).
2. Purchase and Sale
2.1 Sale to Happy Indian. Notwi