Unassociated Document


    Exhibit
      10.1

    
       

      WAIVER
        AGREEMENT

       

      THIS
        WAIVER AGREEMENT (this
        "Agreement"),
        dated
        as of November 18, 2008, is entered into by and among Asian Financial, Inc.,
        a
        Wyoming Corporation (the "Company"),
        and
        the Investors identified on the signature pages hereto.

       

      WHEREAS,
        the Investors and the Company have entered into (1) that certain Securities
        Purchase Agreement dated as of October 24, 2006, as amended by the Amendment
        to
        Securities Purchase Agreement dated as of November 28, 2007 (as amended,
        the
“Amended
        Securities Purchase Agreement”),
        which
        pursuant to Sections 4.4 and 4.8 thereof restrict the filing of any registration
        statement by the Company other than a resale registration statement filed
        on
        behalf of the Investors in respect of their Registrable Securities and requires
        the listing of the Company’s shares as promptly as possible following the
        effectiveness of that registration statement and (2) that certain Registration
        Rights Agreement dated as of October 26, 2006 (the "Registration
        Rights Agreement"),
        which
        provides the Investors certain registration rights as described therein;
        

       


        WHEREAS,
          the Company intends to file and cause to be declared effective, on or before
          January 31, 2009, a registration statement on Form S-1 under the Securities
          Act
          relating to a primary offering of its Common Stock (the
          “Offering”)
          on
          the
          New York Stock Exchange (the “NYSE
          Registration Statement”);


      


      WHEREAS,
        in order to permit the foregoing, (1) certain rights described in the Amended
        Securities Purchase Agreement are required to be waived by Holders of no
        less
        than a majority interest of the outstanding Shares and (2) certain registration
        rights described in the Registration Rights Agreement are required to be
        waived
        by Holders of no less than a majority in interest of the outstanding Registrable
        Securities; 

       

      WHEREAS,
        each of the Investors signatory hereto holds in aggregate the number of Shares
        set forth on their respective signature pages hereto and collectively, the
        Investors signatory hereto hold an aggregate of 3,625,634 Shares, representing
        in excess of a majority in interest of the outstanding Shares (in the case
        of
        the Amended Securities Purchase Agreement) and the Registrable Securities
        (in
        the case of the Registration Rights Agreement);

       

      NOW,
        THEREFORE, the parties hereby agree as follow: 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      1. Defined
        Terms. Capitalized terms used and not otherwise defined herein that are defined
        in the Amended Securities Purchase Agreement and the Registration Rights
        Agreement will have the meanings given such terms in the Amended Securities
        Purchase Agreement and the Registration Rights Agreement.

      2. Registration
        and Listing. The Company shall no later than January 31, 2009: (a) file the
        NYSE
        Registration Statement with the Commission, (b) cause the NYSE Registration
        Statement to be declared effective under the Securities Act, and (c) cause
        its
        Common Stock to be listed on the New York Stock Exchange. 


        3. Waiver.
          On the basis of the foregoing, each
          Investor agrees
          to waive
          all of its
          rights
          under (a) Sections 4.4 and 4.8 of the Amended Securities Purchase Agreement
          and
          (b) Sections 2(a) and (e) of the Registration Rights Agreement as they
          relate to
          the Registrable Securities until January 31, 2009. In addition, if, after
          the
          listing of the Company’s Common Stock on the New York Stock Exchange, all of the
          Registrable Securities held by the Investors may be sold by them without
          restrictions pursuant to Rule 144
          as
          determined by counsel to the Company pursuant to a written opinion letter
          to
          such effect, addressed and acceptable to the Company’s transfer agent and
          affected Investors, the
          Company shall no longer be required to maintain an effective registration
          statement registering the resale of the Registrable Securities.
          



        4. Piggy-Back
          Rights. Notwithstanding Section 3.1(t) of the Amended Securities Purchase
          Agreement and Schedule 3.1(t) thereto and Section 6(a) and (e) of the
          Registration Rights Agreement, the Company and each Investor agree that
          the
          amount of Registrable Securities of the selling Investors to be included
          in the
          Offering (on a pro rata basis among themselves) shall be 20% of the total
          amount
          of securities included in the Offering, subject to the following
          reductions:


      (a) If
        the
        size of the Offering is US$85.0 million or less, then the selling Investors
        shall not have the right to include any of their Registrable Securities in
        the
        Offering;

      (b) If
        the
        size of the Offering is between US$85.0 million and US$106.25 million, then
        the
        selling Investors’ percentage of the total amount of securities to be included
        in the Offering shall be reduced from 20% to a percentage equal to the quotient
        of the following formula:

      (A
        -
        B)/A

      Where:

      A
        = Size
        of the Offering

      B
        =
        US$85.0 million

      In
        addition, each Investor agrees that the Company shall not be required to
        include
        a selling Investor’s Registrable Securities in the Offering unless such selling
        Investor accepts the terms of the underwriting as agreed upon between the
        Company and the underwriters of the Offering (the “Underwriters”),
        including but not limited to the terms of the related lock-up agreement in
        the
        form of Exhibit A hereto, and provides the Company and the Underwriters with
        a
        completed Selling Shareholder Questionnaire and any other information reasonably
        required by the Underwriters for the purpose of the Offering.

       
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


        5. Reaffirmation.
          Except as expressly provided herein, the Registration Rights Agreement
          is
          reaffirmed and ratified in all respects. In the event of any conflict between
          the terms or provisions of this Agreement and the Registration Rights Agreement,
          then this Agreement shall prevail in all respects
          as to
          the subject matter herein.
          Otherwise, the provisions of the Registration Rights Agreement shall remain
          in
          full force and effect. 

      

      6. Execution
        and Counterparts. For the avoidance of doubt, it is understood that each
        Investor is executing this Agreement solely on its behalf, but this Agreement
        (as it is executed by Investors holding a majority of the Shares/Registrable
        Securities) is binding on all Investors. This Agreement may be executed in
        any
        number of counterparts, each of which when so executed shall be deemed to
        be an
        original and, all of which taken together shall constitute one and the same
        Agreement. In the event that any signature is delivered by facsimile
        transmission, such signature shall create a valid binding obligation of the
        party executing (or on whose behalf such signature is executed) the same
        with
        the same force and effect as if such facsimile signature were the original
        thereof. 

      


      7. Governing
        Law. All questions concerning the construction, validity, enforcement and
        interpretation of this Agreement shall be governed by and construed and enforced
        in accordance with the internal laws of the State of New York, without regard
        to
        the principles of conflicts of law thereof. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Agreement to be duly executed on the date
        first
        above written.

       

      

        
          	 	
                  COMPANY

                   

                   

                  Asian
                    Financial, Inc.

                
	 	
                  By:

                	
                  /s/
                    Wenhua Guo

                
	
                   

                	
                  Name:
                    Wenhua Guo

                  Title:
                    Chief Executive Officer

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        
          	 	
                  INVESTORS

                   

                   

                  Pinnacle
                    China Fund, L.P.

                   

                  Total
                    number of Shares owned: 1,300,002

                   

                  By:
                    Pinnacle China Advisers, L.P., its general partner

                   

                
	
                  Barry
                    M. Kitt

                	
                  By:
                    Pinnacle China Management, LLC, its general

                  partner

                
	
                  the
                    Manager of Kitt China Management, L.L.C.

                	 	 
	 	
                  By:
                    Kitt China Management, LLC, its manager

                
	
                  the
                    Manager of Pinnacle China Management, L.L.C.

                	 	 
	 	
                  By:

                	
                  /s/
                    Barry M. Kitt

                
	
                  the
                    General Partner of Pinnacle China Advisors, L.P.

                	 	 
	
                  the
                    General Partner of Pinnacle China Fund, L.P.

                	
                  Name:
                    Barry M. Kitt

                  Title:
                    Manager

                


        

        

          
            	
                     

                     

                     

                     

                    Barry
                      M. Kitt

                     

                  	
                    INVESTORS

                     

                     

                    Pinnacle
                      Fund, L.P.

                     

                    Total
                      number of Shares owned: 242,293

                     

                  
	
                    the
                      Sole Member of Pinnacle Fund Management, LLC

                  	
                    By:
                      Pinnacle Advisers, L.P., its general partner

                     

                  
	
                    the
                      General Partner of Pinnacle Advisors, L.P.

                  	
                    By:
                      Pinnacle Fund Management, LLC, its general

                    partner

                  
	
                    the
                      General Partner of Pinnacle Fund, L.P.

                     

                  	 	
                     

                     

                     

                  
	 	
                    By:

                  	
                    /s/
                      Barry M. Kitt

                  
	 	
                     

                    Name:
                      Barry M. Kitt

                    Title:
                      Sole member

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	 	
                  INVESTORS

                   

                   

                  Renaissance
                    US Growth Investment Trust PLC

                   

                  Total
                    number of Shares owned: 390,626

                   

                
	 	
                  By:

                	
                  /s/
                    Russell Cleveland

                
	 	
                   

                  Name:
                    Russell Cleveland

                  Title:
                    Director

                
	 	
                   

                   

                	 
	 	
                  US
                    Special Opportunities Trust PLC

                   

                  Total
                    number of Shares owned: 390,626

                   

                
	 	
                  By:

                	
                  /s/
                    Russell Cleveland

                
	 	
                   

                  Name:
                    Russell Cleveland

                  Title:
                    US Portfolio Manager

                
	 	
                   

                   

                	 
	 	
                  Renaissance
                    Capital Growth & Income Fund III, Inc.

                   

                  Total
                    number of Shares owned: 130,209

                   

                
	 	
                  By:

                	
                  /s/
                    Russell Cleveland

                
	 	
                   

                  Name:
                    Russell Cleveland

                  Title:
                    President

                
	 	
                   

                   

                	 
	 	
                  Premier
                    RENN US Emerging Growth Fund Limited

                   

                  Total
                    number of Shares owned: 130,209

                   

                  By:
                    RENN Capital Group, Inc., Investment Adviser

                   

                
	 	
                  By:
                    

                	
                  /s/
                    Russell Cleveland

                
	 	
                   

                  Name:
                    Russell Cleveland

                  Title:
                    President

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	 	
                  INVESTORS

                   

                   

                  Westpark
                    Capital, L.P.

                   

                  Total
                    number of Shares owned: 260,417

                   

                   

                
	 	
                  By:

                	
                  /s/
                    Patrick J. Brosnahan

                
	 	
                   

                  Name:
                    Patrick J. Brosnahan

                  Title:
                    General Partner

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	 	
                  INVESTORS

                   

                   

                  Jayhawk
                    Private Equity Co Invest Fund LP

                   

                  Total
                    number of Shares owned: 42,276

                   

                  Jayhawk
                    Private Equity Fund

                   

                  Total
                    number of Shares owned: 734,976

                   

                   

                
	 	
                  By:

                	
                  /s/
                    Michael D. Schmitz

                
	 	
                   

                  Name:
                    Michael D. Schmitz

                  Title:
                    CFO of GP of GP

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Exhibit
        A

      


      LOCK-UP
        LETTER AGREEMENT

       

      Piper
        Jaffray & Co. 

      As
        Representative of the several Underwriters 

      named
        in
        Schedule II of the Purchase Agreement

      c/o
        Piper
        Jaffray & Co.

      800 Nicollet
        Mall, Suite 800

      Minneapolis,
        MN 55402

      


      Ladies
        and Gentlemen:

      The
        undersigned understands that you and certain other firms (the “Underwriters”)
        propose to enter into a purchase agreement (the “Purchase
        Agreement”)
        providing for the purchase by the Underwriters of shares (the “Stock”)
        of
        common stock, par value $0.001 per share (the “Common
        Stock”),
        of
        Asian Financial, Inc., a Wyoming corporation (the “Company”),
        and
        that the Underwriters propose to reoffer the Stock to the public (the
“Offering”).

       

      In
        consideration of the execution of the Purchase Agreement by the Underwriters,
        and for other good and valuable consideration, the undersigned hereby agrees
        that the undersigned will
        not,
        without the prior written consent of Piper Jaffray & Co., on
        behalf
        of the Underwriters,
        from
        the date of execution of this lock-up letter agreement (the “Lock-Up
        Letter Agreement”)
        and
        continuing to and including the date 180 days after the date of the final
        prospectus relating to the Offering (the “Lock-Up
        Period”),
        offer
        for sale, sell, contract to sell, pledge, grant any option for the sale of,
        enter into any transaction which is designed to, or might reasonably be expected
        to, result in disposition (whether by actual disposition or effective economic
        disposition due to cash settlement or otherwise) or otherwise issue or dispose
        of, directly or indirectly (or publicly disclose the intention to make any
        such
        offer, sale, pledge, grant, or other disposition), any Common Stock or any
        securities convertible into or exchangeable for, or any options or rights
        to
        purchase or acquire, Common Stock, except to the Underwriters pursuant to
        the
        Purchase Agreement. In addition, the undersigned agrees that, without the
        prior
        written consent of Piper Jaffray & Co., it will not, during the Lock-Up
        Period, make any demand for or exercise any right with respect to, the
        registration of any shares of Common Stock or any security convertible into
        or
        exercisable or exchangeable for shares of Common Stock. The Company agrees
        not
        to accelerate the vesting of any option or warrant or the lapse of any
        repurchase right prior to the expiration of the Lock-Up Period. If (1) during
        the period that begins on the date that is 18 calendar days before the last
        day
        of the Lock-Up Period and ends on the last day of the Lock-Up Period, (a)
        the
        Company issues an earnings release, (b) the Company publicly announces
        material news or (c) a material event relating to the Company occurs; or
        (2)
        prior to the expiration of the Lock-Up Period, the Company announces that
        it
        will release earnings results during the 16-day period beginning on the last
        day
        of the Lock-Up Period, then the restrictions in this Lock-Up Letter Agreement,
        unless otherwise waived by Piper Jaffray & Co. in writing, shall
        continue to apply until the expiration of the date that is 18 calendar days
        after the date on which (i) the Company issues the earnings release, (ii)
        the
        Company publicly announces material news or (iii) a material event relating
        to
        the Company occurs. The Company will provide the undersigned with prior notice
        of any such announcement that gives rise to the extension of the Lock-Up
        Period.
The
        undersigned hereby further agrees that, prior to engaging in any transaction
        or
        taking any other action that is subject to the terms of this Lock-Up Letter
        Agreement during the period from the date of this Lock-Up Letter Agreement
        to
        and including the 34th
        day
        following the expiration of the Lock-Up Period, it will give notice thereof
        to
        the Company and will not consummate such transaction or take any such action
        unless it has received written confirmation from the Company that the Lock-Up
        Period (as such may have been extended pursuant to this paragraph) has
        expired.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Any
        shares of Common Stock received upon exercise of options granted to the
        undersigned will also be subject to the above lock-up restrictions.
        Notwithstanding the foregoing, a transfer of shares of Common Stock in
        connection with a bona fide gift or to a family member or trust may be made,
        provided the transferee agrees to be bound in writing by the terms of this
        Lock-Up Letter Agreement. In addition, if the undersigned is a corporation,
        business trust, association, limited liability company, partnership, limited
        liability partnership, limited liability limited partnership or other entity
        (collectively, the “Entities”
or,
        individually, the “Entity”),
        the
        undersigned may transfer shares of Common Stock or securities convertible
        into
        or exchangeable or exercisable for any shares of Common Stock to any Entity
        which is directly or indirectly controlled by, or is under common control
        with
        the undersigned and, if the undersigned is a partnership or limited liability
        company, it may transfer the Common Stock or securities convertible into
        or
        exchangeable or exercisable for any shares of Common Stock to its partners,
        former partners or an affiliated partnership (or members, former members
        or an
        affiliated limited liability company) managed by the same manager or managing
        partner (or managing member, as the case may be) or management company, or
        managed by an entity controlling, controlled by, or under common control
        with,
        such manager or managing partner (or managing member) or management company
        in
        accordance with partnership (or membership) interests; provided, however,
        that
        in any such case, it shall be a condition to the transfer that the transferee
        execute an agreement stating that the transferee is receiving and holding
        such
        shares of Common Stock or securities convertible into or exchangeable or
        exercisable for any shares of Common Stock subject to the provisions of this
        Lock-Up Letter Agreement and there shall be no further transfer of such Common
        Stock or securities convertible into or exchangeable or exercisable for any
        shares of Common Stock except in accordance with this Lock-Up Letter Agreement,
        and provided further that any such transfer shall not involve a disposition
        for
        value.

       

      In
        furtherance of the foregoing, the Company and its transfer agent are hereby
        authorized to decline to make any transfer of securities if such transfer
        would
        constitute a violation or breach of this Lock-Up Letter Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      It
        is
        understood that, if the Company notifies the Underwriters that it does not
        intend to proceed with the Offering, if the Purchase Agreement does not become
        effective prior to January 31, 2009, or if the Purchase Agreement (other
        than
        the provisions thereof which survive termination) shall terminate or be
        terminated prior to payment for and delivery of the Stock, the undersigned
        will
        be released from its obligations under this Lock-Up Letter
        Agreement.


      The
        undersigned understands that the Company and the Underwriters will proceed
        with
        the Offering in reliance on this Lock-Up Letter Agreement.

       

      Whether
        or not the Offering actually occurs depends on a number of factors, including
        market conditions. Any Offering will only be made pursuant to the Purchase
        Agreement, the terms of which are subject to negotiation among the Company,
        the
        Selling Stockholders named therein and the Underwriters.

       

      [Signature
        page follows]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      The
        undersigned hereby represents and warrants that the undersigned has full
        power
        and authority to enter into this Lock-Up Letter Agreement and that, upon
        request, the undersigned will execute any additional documents necessary
        in
        connection with the enforcement hereof. Any obligations of the undersigned
        shall
        be binding upon the heirs, personal representatives, successors and assigns
        of
        the undersigned.

       

      
        	 	 	 
	 	Very truly yours,
	 
 	 
 	 
 
	 	By:  	   
	 	
                

                Name:

                Title:

              
	 	 


      

       

      Dated:
        [
● ], 2008