8888 Acquisition Corporation - Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1 

LETTER AGREEMENT

October 19, 2010

To: The Undersigned Transferees 

Gentlemen:

          Re:
Share Allocation and Transfer 

          As
you know, 8888 Acquisition Corporation, a Nevada corporation (the
“Company”), Cheng Chang Shoes Industry Company Limited, a Hong Kong
corporation (“Cheng Chang”), Guoqing Zhuang (“Mr. Zhuang”), River
Tyne Ventures Inc. (“River Tyne”), Zhao Kang Capital Resource Limited
(“Zhao Kang”), Kang Shi Investment Holdings Limited (“Kang Shi”,
together with Mr. Zhuang, River Tyne and Zhao Kang, the “Transferors”)
and other shareholders of Cheng Chang (together with the Transferors, the
“Cheng Chang’s Shareholders”) are parties to a certain share exchange
agreement, dated of even date herewith (the “Share Exchange Agreement”),
pursuant to which the Company acquired 100% of the issued and outstanding
capital stock of Cheng Chang and its operating subsidiary from Cheng Chang’s
Shareholders, in exchange for the issuance to Cheng Chang’s Shareholders an
aggregate of 31,059,267 shares of the Company’s common stock, par value $0.0001
(the “Common Stock”), constituting 98.85% of the Company’s issued and
outstanding capital stock on a fully-diluted basis as of and immediately after
the consummation of the transactions contemplated by the Share Exchange
Agreement (“the “Transactions”). Mr. Zhuang, River Tyne, Zhao Kang and
Kang Shi are entitled to 25,095,888, 1,087,074, 1,087,074 and 710,015 shares of
the Common Stock under the Share Exchange Agreement, respectively. Subject to
the terms and conditions of this letter agreement (the “Agreement”), and
upon the consummation of the Transactions, the Transferors desire to transfer
and assign to each of the persons listed on Schedule 1 hereof (the
“Transferees”), an aggregate of 1,981,963 shares of Common Stock
from the shares issuable to the Transferors under the Share Exchange
Agreement, as consideration for services provided by the Transferees to the
Company and/or its subsidiaries in connection with the consummation of the
Transactions. Any capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Share Exchange Agreement.

          NOW,
THEREFORE, for and in consideration of the covenants set forth herein and the
mutual benefits to be gained by the parties signatory hereto, and other good and
valuable consideration, the receipt and adequacy of which are now and forever
acknowledged and confessed, the parties hereto hereby agree and intend to be
legally bound as follows:

          1.      Share
Allocation and Transfer. 

                    (a)     
Transfer Shares. Subject to the terms and conditions of this Agreement
and only upon the consummation of the Transactions, each of the Transferor
hereby transfers and assigns to each Transferee, and each Transferee hereby
accepts and assumes, all of the applicable Transferor’s right, title and
interest in and to the number of shares of the Common Stock set forth opposite
such Transferee’s name in Schedule 1 attached hereto (the “Transfer
Shares”), which are issuable to the applicable Transferor in connection with
the consummation of the Transactions pursuant to the Share Exchange Agreement,
in consideration for the services performed by each Transferee. The Transfer
Shares shall be issued to the applicable Transferee rather than to the
applicable Transferor and the number of shares issuable to the Transferors under
the Share Exchange Agreement shall be appropriately reduced. 

                    (b)     
Representations and Warranties of the Transferees. In connection with the
transfer of the Transfer Shares to the Transferees pursuant to Section 1(a)
above, each of the Transferees hereby represents and warrants to the Company,
Cheng Chang and the Transferors as follows:




                              (i)      
 The Transferee acknowledges that the Company has made no representation to
the Transferee regarding the Company, its business or prospects.

                              (ii)     
 The Transferee is accepting the Transfer Shares for investment for his,
her or its (hereinafter “its”) own account only, not as a nominee or
agent, and not with a view to, or for resale in connection with, any
“distribution” of the Transfer Shares within the meaning of the Securities Act
of 1933, as amended (the “Securities Act”). By executing this Agreement,
the Transferee represents that it does not have any contract, undertaking,
agreement, or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Transfer Shares.

                              (iii)      The
Transferee has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of investment in the
Company and has had full access to all the information it considers necessary or
appropriate to make an informed investment decision with respect to the Transfer
Shares.

                              (iv)    
  The Transferee understands that the Transfer Shares have not been
registered under the Securities Act and, if issued in accordance with the
provisions of this Agreement, will be issued by reason of a specific exemption
from the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of the investment intent and the accuracy of
the Transferee’s representations as expressed herein. The non-registration shall
have no prejudice with respect to any rights, interests, benefits and
entitlements attached to the Transfer Shares in accordance with the Company’s
charter documents or the laws of its jurisdiction of incorporation. 

                              (v)    
   The Transferee understands that the Transfer Shares are
characterized as “restricted securities” under the Securities Act inasmuch as
this Agreement contemplates that, if acquired by the Transferee pursuant hereto,
the Transfer Shares would be acquired in a transaction not involving a public
offering. The allocation and delivery of the Transfer Shares hereunder have not
been registered under the Securities Act or the securities laws of any state of
the U.S. and that the transfer of the Transfer Shares is being effected in
reliance upon an exemption from registration afforded either under Section 4(2)
of the Securities Act for transactions by an issuer not involving a public
offering. The Transferee further acknowledges that if the Transfer Shares are
issued to the Transferee in accordance with the provisions of this Agreement,
such Transfer Shares may not be resold without registration under the Securities
Act or the existence of an exemption therefrom. The Transferee represents that
it is familiar with Rule 144 promulgated under the Securities Act, as presently
in effect, and understands the resale limitations imposed thereby and by the
Securities Act. 

                              (vi)  
    The Transferee is an “accredited investor” within the
meaning of Rule 501 under the Securities Act and Transferee was not organized
for the specific purpose of acquiring the Transfer Shares.

                              (vii)     
The Transferee is not accepting the Transfer Shares as a result of any
advertisement, article, notice or other communication regarding the Transfer
Shares published in any newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar or any other general
solicitation or general advertisement. 

                              (viii)     The
Transferee acknowledges that the certificate evidencing the Transfer Shares will
bear a restrictive legend referring to the transfer limitations applicable under
the Securities Act and applicable state securities laws. 

                    (c)      Indemnification.
Each Transferee agrees to indemnify and hold harmless the Company, Cheng Chang
and the Transferors from and against all liability, damage, losses, costs and
expenses (including reasonable attorneys’ fees and court costs) which they may
incur by reason of any breach of the representations and warranties made by such
Transferee herein, or in any document provided by such Transferee to the
Company.

                    (d)     
General Release of All Claims. In consideration of the delivery of the
Transfer Shares described in Section 1(a) above, each of the Transferees,
for itself and its heirs, successors, and assigns, hereby voluntarily acquits, releases and forever discharges the Company, Cheng
Chang, the Transferors and their respective agents, its present and former
officers, directors, (trade) partners, employees, consultants, affiliates,
parents, subsidiaries, related entities, predecessors, heirs, successors, and
assigns (collectively, the “Covered Persons”) of and from any and all
claims, demands, actions, causes of action, suits, contracts, covenants,
promises, damages, judgments, liabilities, debts, costs and expenses whatsoever
(collectively, the “Claims”), both at law or in equity, whether known or
unknown, which such Transferee has, has had or may hereafter have against the
Covered Persons, on account of any matter, cause, transaction, event,
occurrence, agreement or thing of any kind occurring at any time from the
beginning of the world up to the date of, or contemporaneously with, this
Agreement (including any Claims for issuance of equity securities in the Company
in connection with the transactions contemplated by the Share Exchange
Agreement) and including any claims for failure to pay for services rendered to
a Covered Person. 




                    (e)      Acknowledgment.
By signing this letter, each of the Transferee hereby acknowledges that the
Transferors may possess material non-public information not known to the
Transferee regarding or relating to Cheng Chang or the Transactions, and the
Undersigned acknowledges that it has not requested such information. 

          2.      Amendments/Waiver.
This Agreement may not be changed orally or modified, amended or supplemented
without an express written agreement executed by the Company, the Transferors
and the Transferees. No waiver of any of the provisions or conditions hereof or
any of the rights of a party hereto shall be effective or binding unless such
waiver shall be in writing and signed by the party claimed to have given or
consented thereto. This Agreement is intended to be for the sole benefit of the
parties hereto and their respective successors, heirs and permitted assigns, and
none of the provisions herein are intended to be, nor shall they be construed to
be, for the benefit of any third person. This Agreement shall be binding upon
and inure to the benefit of each party’s respective successors, heirs and
permitted assigns, and the rights and obligations of the parties hereunder may
not be assigned without the written consent of all parties hereto. 

          3.      Notices.
All notices, communications and instructions required or desired to be given
under this Agreement must be in writing and shall be deemed to be duly given if
sent by registered or certified mail, return receipt requested, or overnight
courier to the address provided for each party in the signature page hereto (or
to such other address and to the attention of such other person as any of the
above may have furnished to the other parties in writing and delivered in
accordance with the provisions set forth above), with a copy to: Pillsbury
Winthrop Shaw Pittman LLP, 2300 N Street, NW, Washington, DC 20037-1122;
Attn.: Joseph R. Tiano, Esq., Tel. (202) 663-8233, Fax. (202) 663-8007,
Email: joseph.tiano@pillsburylaw.com.

          4.      Choice
of Law, Jurisdiction and Venue. This Agreement shall be governed by the laws
of the State of New York without regard to principles of conflict of laws,
except to the extent that federal law may apply. Any dispute shall be subject to
the jurisdiction of the courts of New York, New York and the parties agree to
subject themselves to the jurisdiction of the courts in New York County, New
York. 

          5.      Complete
Agreement. This Agreement contains the entire agreement of the parties
relating to the subject matter hereof. This Agreement and its terms may not be
changed orally but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension or discharge is
sought.

          6.      Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

          7.      Binding
Effect. This Agreement shall be binding upon the parties hereto and inure to
the benefit of the parties, their respective heirs, administrators, executors,
successors and assigns.

[Remainder of Page Left Blank Intentionally] 

 

 




          If this
Side Letter correctly states your understanding of our agreement, please
indicate your consent and approval by executing in the blank provided for your
signature below.

	 	Very truly yours, 
	 	 	  
	 	GUOQING ZHUANG 
	 	 	  
	 	 	  
	 	 /s/ Guoqing Zhuang 
	 	 	  
	 	Address for Notice: 
	 	c/o Jinjiang Chengchang Shoes Co., Ltd. 
	 	Qingyanglianyu Industrial Area 
	 	Jinjiang City, Fujian Province 
	 	People’s Republic of China 
	 	 	  
	 	 	  
	 	RIVER TYNE VENTURES INC. 
	 	 	  
	 	 	  
	 	By:	/s/ Shougang Wang 
	 	 	Name: Shougang Wang 
	 	 	Title: Director 
	 	 	  
	 	 	  
	 	ZHAO KANG CAPITAL RESOURCE LIMITED 
	 	 	  
	 	 	  
	 	By:	/s/ Xiaozhang Kang 
	 	 	Name: Xiaozhang Kang 
	 	 	Title: Director 
	 	 	  
	 	 	  
	 	KANG SHI INVESTMENT HOLDINGS LIMITED 
	 	 	  
	 	 	  
	 	By:	/s/ Qun Chen 
	 	 	Name: Qun Chen 
	 	 	Title: Director 


[COMPANY AND TRANSFEREE SIGNATURE PAGES FOLLOW] 

 

[Signature Page to Side Letter] 





	Agreed to and accepted this 19th day of October,
      2010: 	
			
	COMPANY: 	
			
	8888 ACQUISITION CORPORATION 	
			
		  	
	By:	/s/ Glenn A. Little
    	
	Name: Glenn A. Little 	
	Title: Chief Executive Officer 	
	 	
	Address for Notice: 	
	211 West Wall Street 	
	Midland, TX 79701 	
		  	
			
	TRANSFEREES: 	
			
	ADVANCE INSIGHT LTD. 	
			
		  	
	By:	/s/ Ping Chen 	
	Name: Ping Chen 	
	Title: Director 	
			
	Address for Notice: See Schedule 1 	
			
		  	
	BAI CHENG INVESTMENT LIMITED 	
			
		  	
	By:	/s/ Huihuang Zhuang
    	
	Name: Huihuang Zhuang 	
	Title: Director 	
			
	Address for Notice: See Schedule
      1 	
		  	
			
	HENG FENG INVESTMENT LIMITED 	
			
		  	
	By:	/s/ Qingta Gong 	
	Name: Qingta Gong 	
	Title: Director 	
			
	Address for Notice: See Schedule
      1 	
		  	
	SHIPING LIU 	
			
		  	
	/s/ Shiping
      Liu 	
			
	Address for Notice: See Schedule
      1 	


[Signature Page to Side Letter] 





	WANG WENLING 	 
	  	 
	/s/ Wang Wenling
    	 
	 	 
	Address for Notice: See Schedule 1 	 


 

 

 

[Signature Page to Side Letter]




SCHEDULE 1


	

Transferor 	

Name of Transferee 	
Transferee’s Address for
      
Notice/ Delivery 	Transferee’s 
Identification
      
Number 	
Transfer 
Shares 
	Guoqing Zhuang 	Advance Insight Ltd. 	Yin Xiao Lu 
####-##-#### 
Shanghai
      201204 
People’s Republic of China 	N/A 	344,628 
	Guoqing Zhuang 	Bai Cheng Investment Limited 	RM 305, No.119 
Qipai Street 
Jinjiang
      City, Fujian 362200 
People’s Republic of China 	N/A 	16,915 
	Guoqing Zhuang 	Heng Feng Investment Limited 	901, C, Bing Zhuang 
Dong Gang Garden
      
Shishi City, Fujian 362700 
People’s Republic of China 	N/A 	16,195 
	Guoqing Zhuang 	Shiping Liu 	RM 302, No 42 
Jinshan Xi, Huli District
      
Xiamen City, Fujian 361010 
People’s Republic of China 	N/A 	10,797 
	River Tyne Ventures Inc. 	Advance Insight Ltd. 	Yin Xiao Lu 
####-##-#### 
Shanghai
      201204 
People’s Republic of China 	N/A 	259,136 
	Zhao Kang Capital Resource Limited 	Advance Insight Ltd. 	Yin Xiao Lu 
####-##-#### 
Shanghai
      201204 
People’s Republic of China 	N/A 	564,836 
	Zhao Kang Capital Resource Limited 	Shiping Liu 	RM 302, No 42 
Jinshan Xi, Huli District
      
Xiamen City, Fujian 361010 
People’s Republic of China 	N/A 	80,161 
	Zhao Kang Capital Resource Limited 	Wang Wenling 	Hu Bin Nan Lu #90-1610 
Xianmen, Fujian
      361004 
People’s Republic of China 
	N/A 	79,333 
	Kang Shi Investment Holdings Limited 	Shiping Liu 	RM 302, No 42 
Jinshan Xi, Huli District
      
Xiamen City, Fujian 361010 
People’s Republic of China 	N/A 	9,962 
	Kang Shi Investment Holdings Limited 	Wang Wenling 	Hu Bin Nan Lu #90-1610 
Xianmen, Fujian
      361004 
People’s Republic of China 
	N/A 	600,000 
	Total 	  	  	  	1,981,963