Unassociated Document


    Exhibit 4.1

     

    
      
        
          
            	 
      
	 
      
	
                    SHARE
      EXCHANGE AGREEMENT

                  
	 
      
	
                    by
      and among

                  
	 
      
	
                    SUPER
      CHAMP GROUP LIMITED

                  
	 
      
	
                    THE
      SHAREHOLDER OF

                  
	
                    SUPER
      CHAMP GROUP LIMITED

                  
	 
      
	
                    SQUARE.
      C COMMERCE COMPANY LTD.

                  
	 
      
	
                    And

                  
	 
      
	
                    THE
      SHAREHOLDERS OF

                  
	
                    SQUARE.
      C COMMERCE COMPANY LTD.

                  
	 
      
	
                    Dated
      as of September 10, 2010

                  
	 
      


          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    TABLE
OF CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	 	
                                Page

                              	 
	 
      	 	 	 
	
                                ARTICLE
      I  Exchange of Shares

                              	 	 	1	 
	
                                1.1

                              	
                                Share
      Exchange

                              	 	 	1	 
	
                                1.2

                              	
                                Closing

                              	 	 	1	 
	 	 	 	 	 
	
                                ARTICLE
      II  Representations and Warranties of the Square C
      Shareholders

                              	 	 	2	 
	
                                2.1

                              	
                                Good
      Title

                              	 	 	2	 
	
                                2.2

                              	
                                Organization

                              	 	 	2	 
	
                                2.3

                              	
                                Power
      and Authority

                              	 	 	2	 
	
                                2.4

                              	
                                No
      Conflicts

                              	 	 	2	 
	
                                2.5

                              	
                                Litigation

                              	 	 	2	 
	
                                2.6

                              	
                                No
      Finder’s Fee

                              	 	 	2	 
	
                                2.7

                              	
                                Purchase
      Entirely for Own Account

                              	 	 	2	 
	
                                2.8

                              	
                                Available
      Information

                              	 	 	2	 
	
                                2.9

                              	
                                Non-Registration

                              	 	 	3	 
	
                                2.10

                              	
                                Restricted
      Securities

                              	 	 	3	 
	
                                2.11

                              	
                                Accredited
      Investor

                              	 	 	3	 
	
                                2.12

                              	
                                Additional
      Legend

                              	 	 	3	 
	
                                2.13

                              	
                                Disclosure

                              	 	 	3	 
	 	 	 	 	 
	
                                ARTICLE
      III  Representations and Warranties of Square C

                              	 	 	3	 
	
                                3.1

                              	
                                Organization,
      Standing and Power

                              	 	 	3	 
	
                                3.2

                              	
                                Subsidiaries;
      Equity Interests

                              	 	 	4	 
	
                                3.3

                              	
                                Capital
      Structure

                              	 	 	4	 
	
                                3.4

                              	
                                Authority;
      Execution and Delivery; Enforceability

                              	 	 	4	 
	
                                3.5

                              	
                                No
      Conflicts; Consents

                              	 	 	4	 
	
                                3.6

                              	
                                Taxes

                              	 	 	5	 
	
                                3.7

                              	
                                Benefit
      Plans

                              	 	 	5	 
	
                                3.8

                              	
                                Litigation

                              	 	 	5	 
	
                                3.9

                              	
                                Compliance
      with Applicable Laws

                              	 	 	5	 
	
                                3.10

                              	
                                Contracts

                              	 	 	5	 
	
                                3.11

                              	
                                Title
      to Properties

                              	 	 	6	 
	
                                3.12

                              	
                                Intellectual
      Property

                              	 	 	6	 
	
                                3.13

                              	
                                Labor
      Matters

                              	 	 	6	 
	
                                3.14

                              	
                                Financial
      Statements; Liabilities

                              	 	 	6	 
	
                                3.15

                              	
                                Investment
      Company

                              	 	 	6	 
	
                                3.16

                              	
                                Foreign
      Corrupt Practices

                              	 	 	6	 
	
                                3.17

                              	
                                Absence
      of Certain Changes or Events

                              	 	 	6	 
	
                                3.18

                              	
                                Disclosure

                              	 	 	7	 
	 	 	 	 	 
	
                                ARTICLE
      IV  Representations and Warranties of Shell
    Company

                              	 	 	7	 
	
                                4.1

                              	
                                Organization,
      Standing and Power

                              	 	 	7	 
	
                                4.2

                              	
                                Subsidiaries;
      Equity Interests

                              	 	 	8	 
	
                                4.3

                              	
                                Capital
      Structure

                              	 	 	8	 
	
                                4.4

                              	
                                Authority;
      Execution and Delivery; Enforceability

                              	 	 	8	 
	
                                4.5

                              	
                                No
      Conflicts; Consents

                              	 	 	8	 
	
                                4.6

                              	
                                Taxes

                              	 	 	9	 
	
                                4.7

                              	
                                Benefit
      Plans

                              	 	 	9	 
	
                                4.8

                              	
                                Benefit
      Plans

                              	 	 	9	 
	
                                4.9

                              	
                                Litigation

                              	 	 	9	 
	
                                4.10

                              	
                                Compliance
      with Applicable Laws

                              	 	 	9	 
	
                                4.11

                              	
                                Contracts

                              	 	 	10	 
	
                                4.12

                              	
                                Title
      to Properties

                              	 	 	10	 


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          i

          
            

          

        

        
           


        

      

    

      



    
      
        
          
            
              
                
                  
                    
                      
                        	
                                4.13

                              	
                                Intellectual
      Property

                              	 	 	10	 
	
                                4.14

                              	
                                Labor
      Matters

                              	 	 	10	 
	
                                4.15

                              	
                                SEC
      Documents; Undisclosed Liabilities

                              	 	 	10	 
	
                                4.16

                              	
                                Transactions
      With Affiliates and Employees

                              	 	 	11	 
	
                                4.17

                              	
                                Investment
      Company

                              	 	 	11	 
	
                                4.18

                              	
                                Foreign
      Corrupt Practices

                              	 	 	11	 
	
                                4.19

                              	
                                Absence
      of Certain Changes or Events

                              	 	 	11	 
	
                                4.20

                              	
                                Certain
      Registration Matters

                              	 	 	12	 
	
                                4.21

                              	
                                Disclosure

                              	 	 	12	 
	
                                4.22

                              	
                                No
      Undisclosed Events, Liabilities, Developments or
    Circumstances

                              	 	 	12	 
	
                                4.23

                              	
                                No
      Additional Agreements

                              	 	 	12	 
	 	 	 	 	 
	
                                ARTICLE
      V  Representations and Warranties of the Shell Company
      Shareholder

                              	 	 	12	 
	
                                5.1

                              	
                                Good
      Title

                              	 	 	12	 
	
                                5.2

                              	
                                Power
      and Authority

                              	 	 	12	 
	
                                5.3

                              	
                                No
      Conflicts

                              	 	 	13	 
	
                                5.4

                              	
                                Litigation

                              	 	 	13	 
	
                                5.5

                              	
                                No
      Finder’s Fee

                              	 	 	13	 
	
                                5.6

                              	
                                Disclosure

                              	 	 	13	 
	 	 	 	 	 
	
                                ARTICLE
      VI  Conditions to Closing

                              	 	 	13	 
	
                                6.1

                              	
                                Shell
      Company Conditions Precedent

                              	 	 	13	 
	
                                6.2

                              	
                                Square
      C Conditions Precedent

                              	 	 	14	 
	 	 	 	 	 
	
                                ARTICLE
      VII  Covenants

                              	 	 	15	 
	
                                7.1

                              	
                                Amended
      Charter

                              	 	 	15	 
	
                                7.2

                              	
                                Public
      Announcements

                              	 	 	15	 
	
                                7.3

                              	
                                Fees
      and Expenses

                              	 	 	16	 
	
                                7.4

                              	
                                Continued
      Efforts

                              	 	 	16	 
	
                                7.5

                              	
                                Exclusivity

                              	 	 	16	 
	
                                7.6

                              	
                                Filing
      of 20-F

                              	 	 	16	 
	
                                7.7

                              	
                                Furnishing
      of Information

                              	 	 	16	 
	
                                7.8

                              	
                                Access

                              	 	 	16	 
	
                                7.9

                              	
                                Preservation
      of Business

                              	 	 	16	 
	 	 	 	 	 
	
                                ARTICLE
      VIII  Miscellaneous

                              	 	 	17	 
	
                                8.1

                              	
                                Notices

                              	 	 	17	 
	
                                8.2

                              	
                                Amendments;
      Waivers

                              	 	 	17	 
	
                                8.3

                              	
                                Replacement
      of Securities

                              	 	 	18	 
	
                                8.4

                              	
                                Remedies

                              	 	 	18	 
	
                                8.5

                              	
                                Limitation
      of Liability

                              	 	 	18	 
	
                                8.6

                              	
                                Interpretation

                              	 	 	18	 
	
                                8.7

                              	
                                Severability

                              	 	 	18	 
	
                                8.8

                              	
                                Counterparts;
      Facsimile Execution

                              	 	 	18	 
	
                                8.9

                              	
                                Entire
      Agreement; Third Party Beneficiaries

                              	 	 	18	 
	
                                8.10

                              	
                                Survival

                              	 	 	18	 
	
                                8.11

                              	
                                Governing
      Law

                              	 	 	18	 
	
                                8.12

                              	
                                Assignment

                              	 	 	18	 
	 
      	 
      	 	 	 	 
	
                                SCHEDULE
      A

                              	 	 	22	 
	
                                ANNEX
      A Definitions

                              	 	 	24	 


                      

                    

                  

                

              

            

          

        

      

    

    
    

    
      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

    


    SHARE EXCHANGE
AGREEMENT

     

    This
SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as
of September 10, 2010, is by and among Super Champ Group Limited, a British
Virgin Islands company (the “Shell Company”), the
shareholder of the Shell Company set forth on Schedule A hereto
(the “Shell Company
Shareholder”), Square C. Commerce Company Ltd., a British Virgin Islands
company (“Square
C”), and the shareholders of Square C set forth on Schedule A hereto
(the “Square C
Shareholders”). Each of the parties to this Agreement is individually
referred to herein as a “Party” and
collectively, as the “Parties.” Capitalized
terms used herein that are not otherwise defined herein shall have the meanings
ascribed to them in Annex A
hereto.

     

    BACKGROUND

     

    A.           Shell
Company is a company incorporated with limited liability under the laws of the
British Virgin Islands with no significant operations.

     

    B.           Square
C is a company incorporated with limited liability under the laws of the British
Virgin Islands.

     

    C.           Square
C has 1,000 ordinary shares (the “Square C Stock”)
issued and outstanding, all of which are held by the Square C Shareholders
according to the allocation set forth on Schedule A
hereto.  Each of the Square C Shareholders has agreed to transfer each
of its shares of Square C Stock in exchange for seven thousand newly issued
ordinary shares of Shell Company (the “Shell Company
Stock”).

     

    D.           The
Shell Company Shareholder has agreed to transfer all of the capital stock of the
Shell Company issued and outstanding on the Closing Date in exchange for an
aggregate of $150,000 (which is equal to $0.03 per share following the
effectiveness of the Amended Charter (defined below)) in cash.

     

    E.           The
Shell Company Stock to be issued and transferred to the Square C Shareholders
pursuant to this Agreement constitutes all of the issued and outstanding capital
stock of the Shell Company as of and immediately after the Closing (as defined
in Section 1.2 below).

     

    F.           The
Board of Directors of each of the Shell Company and Square C has determined that
it is desirable to effect this plan of reorganization and share
exchange.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the foregoing and the respective representations,
warranties, covenants and agreements set forth herein, and intending to be
legally bound hereby, the Parties agree as follows:

     

    ARTICLE
I

    Exchange of
Shares

     

    1.1         Share
Exchange.  At the Closing, (i) each of the Square C
Shareholders shall sell, transfer, convey, assign and deliver to the Shell
Company each share of its Square C Stock free and clear of all Liens, in
exchange for seven thousand newly issued shares of Shell Company Stock (referred
to herein as the “Shares”) per share of
Square C Stock, according to the allocation set forth on Schedule B hereto and
(ii) the Shell Company Shareholder shall sell, transfer, convey, assign and
deliver to the Square C Shareholders all of the capital stock of the Shell
Company issued and outstanding on the Closing Date free and clear of all Liens
in exchange for an aggregate of $150,000 (which is equal to $0.03 per share
following the effectiveness of the Amended Charter (defined below)) in cash,
according to the allocation set forth on Schedule B
hereto.

     

    1.2         Closing.  The
closing (the “Closing”) of the
transactions contemplated hereby (the “Transactions”) shall
take place at the offices of Kramer Levin Naftalis & Frankel LLP, 1177
Avenue of the Americas, New York, New York 10036, commencing at 9:00 a.m. local
time on the second business day following the satisfaction or waiver of all
conditions to the obligations of the Parties to consummate the Transactions
(other than conditions with respect to actions that the respective parties will
take at Closing) or such other date and time as the Parties may mutually
determine (the “Closing
Date”).  Subsequent to the Closing, the Square C Shareholders
shall bear responsibility for registering the Transactions with the Shell
Company’s registered agent in the British Virgin Islands.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    ARTICLE
II

    Representations and
Warranties of the Square C Shareholders

     

    Each of
the Square C Shareholders severally (and not jointly) hereby represents and
warrants to Shell Company and Shell Company Shareholder as follows.

     

    2.1         Good
Title.  The Square C Shareholder is the record and beneficial
owner, and has good title to its Square C Stock, with the right and authority to
sell and deliver such Square C Stock, free and clear of all Liens, claims,
charges, encumbrances, pledges, mortgages, security interests, options, rights
to acquire, proxies, voting trusts or similar agreements, restrictions on
transfer or adverse claims of any nature whatsoever. Upon delivery of any
certificate or certificates duly assigned, representing the same as herein
contemplated and/or upon registering of Shell Company as the new owner of such
Square C Stock in the share register of Square C, Shell Company will receive
good title to such Square C Stock, free and clear of all Liens.

     

    2.2         Organization.  The
Square C Shareholder is duly organized and validly existing in its jurisdiction
of organization.

     

    2.3         Power and
Authority.  The Square C Shareholder has the legal power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. All acts required to be taken by the Square C Shareholder to enter
into this Agreement and to carry out the Transactions have been properly taken.
This Agreement constitutes a legal, valid and binding obligation of the Square C
Shareholder, enforceable against the Square C Shareholders in accordance with
the terms hereof.

     

    2.4         No
Conflicts.  The execution and delivery of this Agreement by the
Square C Shareholder and the performance by the Square C Shareholder of its
obligations hereunder in accordance with the terms hereof: (a) will not require
the consent of any third party or Governmental Entity under any Laws; (b) will
not violate any Laws applicable to the Square C Shareholder; and (c) will not
violate or breach any contractual obligation to which the Square C Shareholder
is a party.

     

    2.5         Litigation.  There
is no pending proceeding against the Square C Shareholder that involves the
Shares or that challenges, or may have the effect of preventing, delaying or
making illegal, or otherwise interfering with, any of the Transactions and, to
the knowledge of the Square C Shareholder, no such proceeding has been
threatened, and no event or circumstance exists that is reasonably likely to
give rise to or serve as a basis for the commencement of any such
proceeding.

     

    2.6         No Finder’s
Fee.  The Square C Shareholder has not created any obligation
for any finder’s, investment banker’s or broker’s fee in connection with the
Transactions that are not payable entirely by the Square C
Shareholder.

     

    2.7         Purchase Entirely for Own
Account.  The Square C Shareholder is acquiring the Shell
Company Stock proposed to be acquired hereunder for investment for its own
account and not with a view to the resale or distribution of any part thereof,
and the Square C Shareholder has no present intention of selling or otherwise
distributing the Shell Company Stock, except in compliance with applicable
securities laws.

     

    2.8         Available
Information.  The Square C Shareholder has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of investment in Shell 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 Shell Company Stock.

    
 

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    2.9         Non-Registration.  The
Square C Shareholder understands that the Shell Company Stock has 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 Square C Shareholder’s  representations as expressed herein. The
non-registration shall have no prejudice with respect to any rights, interests,
benefits and entitlements attached to the Shell Company Stock in accordance with
the Shell Company Constituent Instruments or the laws of its jurisdiction of
incorporation.

     

    2.10       Restricted
Securities.  The Square C Shareholder understands that the
Shares are characterized as “restricted securities” under the Securities Act
inasmuch as this Agreement contemplates that, if acquired by the Square C
Shareholder pursuant hereto, the Shares would be acquired in a transaction not
involving a public offering. The issuance of the Shares hereunder is being
effected in reliance upon an exemption from registration afforded under Section
4(2) of the Securities Act for transactions by an issuer not involving a public
offering. The Square C Shareholder further acknowledges that if the Shares are
issued to the Square C Shareholder in accordance with the provisions of this
Agreement, such Shares may not be resold without registration under the
Securities Act or the existence of an exemption therefrom. The Square C
Shareholder 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.

     

    2.11       Accredited
Investor.  The Square C Shareholder is an “accredited investor”
within the meaning of Rule 501 under the Securities Act and the Square C
Shareholder was not organized for the specific purpose of acquiring the
Shares.

     

    2.12       Additional
Legend.  The Square C Shareholder consents to Shell Company
making a notation on its records or giving instructions to any transfer agent of
Shares in order to implement the restrictions on transfer of the
Shares.

     

    2.13       Disclosure.  This
Agreement, the schedules hereto and any certificate attached hereto or delivered
in accordance with the terms hereof by or on behalf of the Square C Shareholder
in connection with the Transactions, when taken together, do not contain any
untrue statement of a material fact or omit any material fact necessary in order
to make the statements contained herein and/or therein not
misleading.

     

    ARTICLE
III

    Representations and
Warranties of Square C

     

    Subject
to the exceptions set forth in the Square C Disclosure Letter (regardless of
whether or not the Square C Disclosure Letter is referenced below with respect
to any particular representation or warranty), Square C represents and warrants
to Shell Company, the Shell Company Shareholder and the Square C Shareholders as
follows.

     

    3.1         Organization, Standing and
Power.  Square C and each of its subsidiaries is duly
organized, validly existing and in good standing under the laws of the
jurisdiction in which it is organized and has the corporate power and authority
and possesses all governmental franchises, licenses, permits, authorizations and
approvals necessary to enable it to own, lease or otherwise hold its properties
and assets and to conduct its businesses as presently conducted, other than such
franchises, licenses, permits, authorizations and approvals the lack of which,
individually or in the aggregate, has not had and would not reasonably be
expected to have a material adverse effect on Square C and its subsidiaries
taken as a whole, a material adverse effect on the ability of Square C to
perform its obligations under this Agreement or on the ability of Square C to
consummate the Transactions (a “Square C Material Adverse
Effect”). Square C and each of its subsidiaries is duly qualified to do
business in each jurisdiction where the nature of its business or its ownership
or leasing of its properties make such qualification necessary except where the
failure to so qualify would not reasonably be expected to have a Square C
Material Adverse Effect. Square C has delivered to Shell Company true and
complete copies of the Square C Constituent Instruments, and the comparable
charter, organizational documents and other constituent instruments of each of
its subsidiaries, in each case as amended through the date of this
Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.2         Subsidiaries; Equity
Interests.

     

    (a)           The
Square C Disclosure Letter lists each subsidiary of Square C and its
jurisdiction of organization. All the outstanding shares of capital stock or
equity investments of each subsidiary have been validly issued and are fully
paid and nonassessable and are as of the date of this Agreement owned by Square
C or by another subsidiary of Square C, free and clear of all
Liens.

     

    (b)           Except
for its interests in its subsidiaries, Square C does not, as of the date of this
Agreement, own, directly or indirectly, any capital stock, membership interest,
partnership interest, joint venture interest or other equity interest in any
person.

     

    3.3         Capital
Structure.  The authorized capital stock of Square C consists
of 50,000 ordinary shares, all of which are issued and outstanding. Except as
set forth above, no shares of capital stock or other voting securities of Square
C are issued, reserved for issuance or outstanding.  Except as
disclosed in the Square C Disclosure Letter, Square C is the sole record and
beneficial owner of all of the issued and outstanding capital stock of each of
its subsidiaries. All outstanding shares of the capital stock of Square C and
each of its subsidiaries are duly authorized, validly issued, fully paid and
nonassessable and not subject to or issued in violation of any purchase option,
call option, right of first refusal, preemptive right, subscription right or any
similar right under any provision of the applicable corporate laws of the
jurisdiction in which such entity was organized, the organizational documents of
any such entity or any Contract to which Square C is a party or otherwise bound.
There are not any bonds, debentures, notes or other indebtedness of Square C or
any of its subsidiaries having the right to vote (or convertible into, or
exchangeable for, securities having the right to vote) on any matters on which
holders of Square C Stock or the capital stock of any of its subsidiaries may
vote (“Voting
Square C
Debt”). As of the date of this Agreement, there are not any options,
warrants, rights, convertible or exchangeable securities, “phantom” stock
rights, stock appreciation rights, stock-based performance units, commitments,
Contracts, arrangements or undertakings of any kind to which Square C or any of
its subsidiaries is a party or by which any of them is bound (a) obligating
Square C or any of its subsidiaries to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares of capital stock or other equity
interests in, or any security convertible or exercisable for or exchangeable
into any capital stock of or other equity interest in, Square C or any of its
subsidiaries or any Voting Square C Debt, (b) obligating Square C or any of its
subsidiaries to issue, grant, extend or enter into any such option, warrant,
call, right, security, commitment, Contract, arrangement or undertaking or (c)
that give any person the right to receive any economic benefit or right similar
to or derived from the economic benefits and rights occurring to holders of the
capital stock of Square C or of any of its subsidiaries. As of the date of this
Agreement, there are not any outstanding contractual obligations of Square C to
repurchase, redeem or otherwise acquire any shares of capital stock of Square
C.

     

    3.4         Authority; Execution and
Delivery; Enforceability.  Square C has all requisite corporate
power and authority to execute and deliver this Agreement and to consummate the
Transactions. The execution and delivery by Square C of this Agreement and the
consummation by Square C of the Transactions have been duly authorized and
approved by the Board of Directors of Square C and no other corporate
proceedings on the part of Square C are necessary to authorize this Agreement
and the Transactions. When executed and delivered, this Agreement will be
enforceable against Square C in accordance with its terms.

     

    3.5         No Conflicts;
Consents.

     

    (a)           The
execution and delivery by Square C of this Agreement does not, and the
consummation of the Transactions and compliance with the terms hereof will not,
conflict with, or result in any violation of or default (with or without notice
or lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or to loss of a material benefit
under, or result in the creation of any Lien upon any of the properties or
assets of Square C or any of its subsidiaries under, any provision of (i) the
Square C Constituent Instruments or the comparable charter or organizational
documents of any of its subsidiaries, (ii) any Contract to which Square C or any
of its subsidiaries is a party or to which any of their respective properties or
assets is subject or (iii) subject to the filings and other matters referred to
in Section 3.5(b), any material judgment, order or decree or material Law
applicable to Square C or any of its subsidiaries or their respective properties
or assets, other than, in the case of clauses (ii) and (iii) above, any such
items that, individually or in the aggregate, have not had and would not
reasonably be expected to have a Square C Material Adverse Effect.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    (b)           Except
for required filings with the SEC, and filings in the British Virgin Islands in
connection with the Amended Charter (defined below), no Consent of, or
registration, declaration or filing with, or permit from, any Governmental
Entity is required to be obtained or made by or with respect to Square C or any
of its subsidiaries in connection with the execution, delivery and performance
of this Agreement or the consummation of the Transactions.

     

    3.6         Taxes.

     

    (a)           Square
C and each of its subsidiaries has timely filed, or has caused to be timely
filed on its behalf, all Tax Returns required to be filed by it, and all such
Tax Returns are true, complete and accurate, except to the extent any failure to
file or any inaccuracies in any filed Tax Returns, individually or in the
aggregate, have not had and would not reasonably be expected to have a Square C
Material Adverse Effect. All Taxes shown to be due on such Tax Returns, or
otherwise owed, have been timely paid, except to the extent that any failure to
pay, individually or in the aggregate, has not had and would not reasonably be
expected to have a Square C Material Adverse Effect. There are no unpaid taxes
in any material amount claimed to be due by the taxing authority of any
jurisdiction, and the officers of Square C know of no basis for any such
claim.

     

    (b)           The
Square C Financial Statements reflect an adequate reserve for all Taxes payable
by Square C and its subsidiaries (in addition to any reserve for deferred Taxes
to reflect timing differences between book and Tax items) for all taxable
periods and portions thereof through the date of such financial statements. No
deficiency with respect to any Taxes has been proposed, asserted or assessed
against Square C or any of its subsidiaries, and no requests for waivers of the
time to assess any such Taxes are pending, except to the extent any such
deficiency or request for waiver, individually or in the aggregate, has not had
and would not reasonably be expected to have a Square C Material Adverse
Effect.

     

    3.7         Benefit
Plans.

     

    (a)           Neither
Square C nor any of its subsidiaries maintains any collective bargaining
agreement or any bonus, pension, profit sharing, deferred compensation,
incentive compensation, stock ownership, stock purchase, stock option, phantom
stock, retirement, vacation, severance, disability, death benefit,
hospitalization, medical or other plan, arrangement or understanding (whether or
not legally binding) providing benefits to any current or former employee,
officer or director of Square C or any of its subsidiaries. As of the date of
this Agreement there are not any severance or termination agreements or
arrangements between Square C or any of its subsidiaries and any current or
former employee, officer or director of Square C or any of its subsidiaries, nor
does Square C or any of its subsidiaries have any general severance plan or
policy.

     

    3.8         Litigation.  There
is no Action against or affecting Square C or any of its subsidiaries or any of
their respective properties which (a) adversely affects or challenges the
legality, validity or enforceability of any of this Agreement or the Shares or
(b) could, if there were an unfavorable decision, individually or in the
aggregate, have or reasonably be expected to result in a Square C Material
Adverse Effect. Neither Square C nor any of its subsidiaries, nor any director
or officer thereof (in his or her capacity as such), is or has been the subject
of any Action involving a claim or violation of or liability under federal or
state securities laws or a claim of breach of fiduciary duty.

     

    3.9         Compliance with Applicable
Laws.  Except as set forth in the Square C Disclosure Letter,
Square C and each of its subsidiaries have conducted their business and
operations in compliance with all applicable Laws, including those relating to
occupational health and safety and the environment, except for instances of
noncompliance that, individually and in the aggregate, have not had and would
not reasonably be expected to have a Square C Material Adverse Effect. Square C
has not received any written communication during the past two years from a
Governmental Entity that alleges that Square C is not in compliance in any
material respect with any applicable Law. This Section 3.9 does not relate to
matters with respect to Taxes, which are the subject of
Section 3.6.

     

    3.10       Contracts.  Neither
Square C nor any of its subsidiaries is in violation of or in default under (nor
does there exist any condition which upon the passage of time or the giving of
notice would cause such a violation of or default under) any Contract to which
it is a party or to which it or any of its properties or assets is subject,
except for violations or defaults that would not, individually or in the
aggregate, reasonably be expected to result in a Square C Material Adverse
Effect.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    
    

    3.11       Title to
Properties.  Square C and each of its subsidiaries has
sufficient title to, or valid leasehold interests in, all of its properties and
assets used in the conduct of its businesses. All such assets and properties,
other than assets and properties in which Square C or any of its subsidiaries
has leasehold interests, are free and clear of all Liens and except for Liens
that, in the aggregate, do not and will not materially interfere with the
ability of Square C and its subsidiaries to conduct business as currently
conducted.

     

    3.12       Intellectual
Property.  Square C and each of its subsidiaries own, or are
validly licensed or otherwise have the right to use, all Intellectual Property
Rights which are material to the conduct of the business of Square C and its
subsidiaries taken as a whole. There are no claims pending or, to the knowledge
of Square C, threatened that Square C or any of its subsidiaries is infringing
or otherwise adversely affecting the rights of any person with regard to any
Intellectual Property Right. To the knowledge of Square C, no person is
infringing the rights of Square C or any of its subsidiaries with respect to any
Intellectual Property Right.

     

    3.13       Labor
Matters.  There are no collective bargaining or other labor
union agreements to which Square C or any of its subsidiaries is a party or by
which any of them is bound. No material labor dispute exists or, to the
knowledge of Square C, is imminent with respect to any of the employees of
Square C.

     

    3.14       Financial Statements;
Liabilities.  Square C has delivered to Shell Company its
audited consolidated financial statements for the fiscal years ended December
31, 2009 and 2008 (the “Square C Financial
Statements”). The Square C Financial Statements have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods indicated. The Square C Financial Statements fairly
present in all material respects the financial condition and operating results
of Square C, as of the dates, and for the periods, indicated therein. Square C
does not have any material liabilities or obligations, contingent or otherwise,
other than (a) liabilities incurred in the ordinary course of business
subsequent to December 31, 2009, and (b) obligations under contracts and
commitments incurred in the ordinary course of business and not required under
generally accepted accounting principles to be reflected in the Square C
Financial Statements, which, in both cases, individually and in the aggregate,
would not be reasonably expected to result in a Square C Material Adverse
Effect.

     

    3.15       Investment
Company.  Square C is not, and is not an affiliate of, and
immediately following the Closing will not have become, an “investment company”
within the meaning of the Investment Company Act of 1940, as
amended.

     

    3.16       Foreign Corrupt
Practices.  Neither Square C, nor any of its subsidiaries, nor,
to Square C’s knowledge, any director, officer, agent, employee or other person
acting on behalf of Square C or any of its subsidiaries has, in the course of
its actions for, or on behalf of, Square C (a) used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating
to political activity; (b) made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds; or (c)
made any unlawful bribe, rebate, payoff, influence payment, kickback or other
unlawful payment to any foreign or domestic government official or
employee.

     

    3.17       Absence of Certain Changes
or Events.  Except as disclosed in the Square C Financial
Statements, from December 31, 2009 to the date of this Agreement, Square C has
conducted its business only in the ordinary course, and during such period there
has not been:

     

    (a)           any
change in the assets, liabilities, financial condition or operating results of
Square C or any of its subsidiaries, except changes in the ordinary course of
business that have not caused, in the aggregate, a Square C Material Adverse
Effect;

     

    (b)           any
damage, destruction or loss, whether or not covered by insurance, that would
have a Square C Material Adverse Effect;

     

    (c)           any
waiver or compromise by Square C or any of its subsidiaries of a valuable right
or of a material debt owed to it;

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    (d)           any
satisfaction or discharge of any lien, claim, or encumbrance or payment of any
obligation by Square C or any of its subsidiaries, except in the ordinary course
of business and the satisfaction or discharge of which would not have a Square C
Material Adverse Effect;

     

    (e)           any
material change to a material Contract by which Square C or any of its
subsidiaries or any of its respective assets is bound or subject;

     

    (f)           any
mortgage, pledge, transfer of a security interest in, or lien, created by Square
C or any of its subsidiaries, with respect to any of its material properties or
assets, except liens for taxes not yet due or payable and liens that arise in
the ordinary course of business and do not materially impair Square C’s or its
subsidiaries’ ownership or use of such property or assets;

     

    (g)           any
loans or guarantees made by Square C or any of its subsidiaries to or for the
benefit of its employees, officers or directors, or any members of their
immediate families, or any loans or advances to any persons, corporations,
business trusts, associations, companies, partnerships, limited liability
companies, joint ventures and other entities, governments, agencies and
political subdivision other than travel advances and other advances made in the
ordinary course of its business;

     

    (h)           any
alteration of Square C’s method of accounting or the identity of its
auditors;

     

    (i)           any
declaration or payment of dividend or distribution of cash or other property to
the Square C Shareholders or any purchase, redemption or agreements to purchase
or redeem any Square C Stock;

     

    (j)           any
issuance, sale, disposition or encumbrance of equity securities to any officer,
director or affiliate, or any change in their outstanding shares of capital
stock or their capitalization, whether by reason of reclassification,
recapitalization, stock split, combination, exchange or readjustment of shares,
stock dividend or otherwise; or

     

    (k)           any
arrangement or commitment by Square C or any of its subsidiaries to do any of
the matters described in this Section 3.20.

     

    3.18       Disclosure.  Square
C confirms that neither it nor any person acting on its behalf has provided
Shell Company or its agents or counsel with any information that it believes
constitutes material, non-public information except insofar as the existence and
terms of the proposed transactions hereunder may constitute such information and
except for information that will be disclosed by Shell Company under a shell
company report on Form 20-F filed within four business days after the Closing.
Square C understands and confirms that Shell Company will rely on the foregoing
representations and covenants in effecting transactions in securities of Square
C. All of the representations and warranties of Square C set forth in this
Agreement are true and correct and do not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.

     

    ARTICLE
IV

    Representations and
Warranties of Shell Company

     

    Shell
Company represents and warrants as follows to Square C and the Square C
Shareholders.

     

    4.1         Organization, Standing and
Power.  Shell Company is duly organized, validly existing and
in good standing under the laws of the jurisdiction in which it is organized and
has full corporate power and authority and possesses all governmental
franchises, licenses, permits, authorizations and approvals necessary to enable
it to own, lease or otherwise hold its properties and assets and to conduct its
businesses as presently conducted, other than such franchises, licenses,
permits, authorizations and approvals the lack of which, individually or in the
aggregate, has not had and would not reasonably be expected to have a material
adverse effect on Shell Company, a material adverse effect on the ability of
Shell Company to perform its obligations under this Agreement or on the ability
of Shell Company to consummate the Transactions (a “Shell Company Material
Adverse Effect”). Shell Company is duly qualified to do business in each
jurisdiction where the nature of its business or its ownership or leasing of its
properties makes such qualification necessary and where the failure to so
qualify would reasonably be expected to have a Shell Company Material Adverse
Effect. Shell Company has delivered to Square C or its counsel true and complete
copies of the Shell Company Constituent Instruments.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    4.2         Subsidiaries; Equity
Interests.  Shell Company does not own, directly or indirectly,
any capital stock, membership interest, partnership interest, joint venture
interest or other equity interest in any person.

     

    4.3         Capital
Structure.  Upon the effectiveness of the Amended Charter
(defined below), the authorized capital stock of Shell Company shall consist of
100,000,000 ordinary shares of $0.01 par value each. As of the date hereof, (a)
50,000 ordinary shares are issued and outstanding, (b) no preference shares are
issued and outstanding, and (c) no ordinary shares or preference shares are held
by Shell Company in its treasury. Upon the effectiveness of the Amended Charter
(defined below), (a) 5,000,000 ordinary shares will be issued and outstanding,
(b) no preference shares will be issued and outstanding, and (c) no ordinary
shares or preference shares will be held by Shell Company in its treasury.
Except as set forth above, no shares of capital stock or other voting securities
of Shell Company were issued, reserved for issuance or outstanding. Upon the
effectiveness of the Amended Charter (defined below), all outstanding shares of
the capital stock of Shell Company, and all such shares that may be issued prior
to date, will be duly authorized, validly issued, fully paid and
nonassessable.  None of the outstanding shares of capital stock are
subject to or issued in violation of any purchase option, call option, right of
first refusal, preemptive right, subscription right or any similar right under
any provision of the applicable corporate laws of the British Virgin Islands,
the Shell Company Constituent Instruments or any Contract to which Shell Company
is a party or otherwise bound. There are not any bonds, debentures, notes or
other indebtedness of Shell Company having the right to vote (or convertible
into, or exchangeable for, securities having the right to vote) on any matters
on which holders of Shell Company’s ordinary shares may vote (“Voting Shell Company
Debt”). As of the date of this Agreement, there are not any options,
warrants, rights, convertible or exchangeable securities, “phantom” stock
rights, stock appreciation rights, stock-based performance units, commitments,
Contracts, arrangements or undertakings of any kind to which Shell Company is a
party or by which it is bound (a) obligating Shell Company to issue, deliver or
sell, or cause to be issued, delivered or sold, additional shares of capital
stock or other equity interests in, or any security convertible or exercisable
for or exchangeable into any capital stock of or other equity interest in, Shell
Company or any Voting Shell Company Debt, (b) obligating Shell Company to issue,
grant, extend or enter into any such option, warrant, call, right, security,
commitment, Contract, arrangement or undertaking or (c) that give any person the
right to receive any economic benefit or right similar to or derived from the
economic benefits and rights occurring to holders of the capital stock of Shell
Company. As of the date of this Agreement, there are not any outstanding
contractual obligations of Shell Company to repurchase, redeem or otherwise
acquire any shares of capital stock of Shell Company. The Square C Shareholder
list provided to Square C is a current shareholder list and accurately reflects
all of the issued and outstanding shares of Shell Company’s capital
stock.

     

    4.4         Authority; Execution and
Delivery; Enforceability.  The execution and delivery by Shell
Company of this Agreement and the consummation by Shell Company of the
Transactions have been duly authorized and approved by the Board of Directors of
Shell Company and no other corporate proceedings on the part of Shell Company
are necessary to authorize this Agreement and the Transactions. This Agreement
constitutes a legal, valid and binding obligation of Shell Company, enforceable
against Shell Company in accordance with the terms hereof.

     

    4.5         No Conflicts;
Consents.

     

    (a)           The
execution and delivery by Shell Company of this Agreement does not, and the
consummation of Transactions and compliance with the terms hereof will not,
contravene, conflict with or result in any violation of or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or to loss of a
material benefit under, or to increased, additional, accelerated or guaranteed
rights or entitlements of any person under, or result in the creation of any
Lien upon any of the properties or assets of Shell Company under, any provision
of (i) the Shell Company Constituent Instruments, (ii) any material Contract to
which Shell Company is a party or to which any of its properties or assets is
subject or (iii) subject to the filings and other matters referred to in Section
4.5(b), any material Order or material Law applicable to Shell Company or its
properties or assets, other than, in the case of clauses (ii) and (iii) above,
any such items that, individually or in the aggregate, have not had and would
not reasonably be expected to have a Shell Company Material Adverse
Effect.

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    (b)           Except
for required filings with the SEC, and filings in the British Virgin Islands in
connection with the Amended Charter (defined below), no Consent of, or
registration, declaration or filing with, or permit from, any Governmental
Entity is required to be obtained or made by or with respect to Shell Company in
connection with the execution, delivery and performance of this Agreement or the
consummation of the Transactions.

     

    4.6         Taxes.

     

    (a)           Shell
Company has timely filed, or has caused to be timely filed on its behalf, all
Tax Returns required to be filed by it, and all such Tax Returns are true,
complete and accurate, except to the extent any failure to file, any delinquency
in filing or any inaccuracies in any filed Tax Returns, individually or in the
aggregate, have not had and would not reasonably be expected to have a Shell
Company Material Adverse Effect. All Taxes shown to be due on such Tax Returns,
or otherwise owed, have been timely paid, except to the extent that any failure
to pay, individually or in the aggregate, has not had and would not reasonably
be expected to have a Shell Company Material Adverse Effect.

     

    (b)           The
most recent financial statements contained in the SEC Reports reflect an
adequate reserve for all Taxes payable by Shell Company (in addition to any
reserve for deferred Taxes to reflect timing differences between book and Tax
items) for all taxable periods and portions thereof through the date of such
financial statements. No deficiency with respect to any Taxes has been proposed,
asserted or assessed against Shell Company, and no requests for waivers of the
time to assess any such Taxes are pending, except to the extent any such
deficiency or request for waiver, individually or in the aggregate, has not had
and would not reasonably be expected to have a Shell Company Material Adverse
Effect.

     

    (c)           There
are no Liens for Taxes (other than for current Taxes not yet due and payable) on
the assets of Shell Company. Shell Company is not bound by any agreement with
respect to Taxes.

     

    4.7         Benefit
Plans.  Shell Company does not, and since its inception never
has, maintained or contributed to any bonus, pension, profit sharing, deferred
compensation, incentive compensation, stock ownership, stock purchase, stock
option, phantom stock, retirement, vacation, severance, disability, death
benefit, hospitalization, medical or other plan, arrangement or understanding
(whether or not legally binding) providing benefits to any current or former
employee, officer or director of Shell Company. As of the date of this
Agreement, there are not any employment, consulting, indemnification, severance
or termination agreements or arrangements between Shell Company and any current
or former employee, officer or director of Shell Company, nor does Shell Company
have any general severance plan or policy.

     

    4.8         Benefit
Plans.  Shell Company does not, and since its inception never
has, maintained or contributed to any benefit plan for the benefit of any
current or former employees, consultants, officers or directors of Shell
Company.

     

    4.9         Litigation.  There
is no Action against or affecting Shell Company or any of its properties which
(a) adversely affects or challenges the legality, validity or enforceability of
either of this Agreement or the Shares or (b) could, if there were an
unfavorable decision, individually or in the aggregate, have or reasonably be
expected to result in a Shell Company Material Adverse Effect. Neither Shell
Company nor any director or officer (in his or her capacity as such), is or has
been the subject of any Action involving a claim or violation of or liability
under federal or state securities laws or a claim of breach of fiduciary
duty.

     

    4.10       Compliance with Applicable
Laws.  Shell Company is in compliance with all applicable Laws,
including those relating to occupational health and safety, the environment,
export controls, trade sanctions and embargoes, except for instances of
noncompliance that, individually and in the aggregate, have not had and would
not reasonably be expected to have a Shell Company Material Adverse Effect.
Shell Company has not received any written communication during the past two
years from a Governmental Entity that alleges that Shell Company is not in
compliance in any material respect with any applicable Law. Shell Company is in
compliance with all effective requirements of the Sarbanes-Oxley Act of 2002, as
amended, and the rules and regulations thereunder, that are applicable to it,
except where such noncompliance could not have or reasonably be expected to
result in a Shell Company Material Adverse Effect. This Section 4.10 does not
relate to matters with respect to Taxes, which are the subject of Section
4.6.

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    4.11       Contracts.  Except
as disclosed in the SEC Reports, there are no Contracts that are material to the
business, properties, assets, condition (financial or otherwise), results of
operations or prospects of Shell Company taken as a whole. Shell Company is not
in violation of or in default under (nor does there exist any condition which
upon the passage of time or the giving of notice would cause such a violation of
or default under) any Contract to which it is a party or to which it or any of
its properties or assets is subject, except for violations or defaults that
would not, individually or in the aggregate, reasonably be expected to result in
a Shell Company Material Adverse Effect.

     

    4.12       Title to
Properties.  Shell Company has good title to, or valid
leasehold interests in, all of its properties and assets used in the conduct of
its businesses. All such assets and properties, other than assets and properties
in which Shell Company has leasehold interests, are free and clear of all Liens,
except for Liens that, in the aggregate, do not and will not materially
interfere with the ability of Shell Company to conduct business as currently
conducted. Shell Company has complied in all material respects with the terms of
all material leases to which it is a party and under which it is in occupancy,
and all such leases are in full force and effect. Shell Company enjoys peaceful
and undisturbed possession under all such material leases.

     

    4.13       Intellectual
Property.  Shell Company does not own, nor is validly licensed
nor otherwise has the right to use, any Intellectual Property Rights. No claims
are pending or, to the knowledge of Shell Company, threatened that Shell Company
is infringing or otherwise adversely affecting the rights of any person with
regard to any Intellectual Property Right.

     

    4.14       Labor
Matters.  There are no collective bargaining or other labor
union agreements to which Shell Company is a party or by which it is bound. No
material labor dispute exists or, to the knowledge of Shell Company, is imminent
with respect to any of the employees of Shell Company.

     

    4.15       SEC Documents; Undisclosed
Liabilities.

     

    (a)           Shell
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC since March 23, 2010, pursuant to
Sections 13(a), 14(a) and 15(d) of the Exchange Act (the “SEC
Reports”).

     

    (b)           As
of its respective filing date, the SEC Reports complied in all material respects
with the requirements of the Exchange Act and the rules and regulations of the
SEC promulgated thereunder applicable to the SEC Reports. Except to the extent
that information contained in the SEC Reports has been revised or superseded by
any report, schedule, form, statement or other document filed by Shell Company
with the SEC subsequent to the filing of such revised or superseded information,
none of the SEC Reports contains any untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The consolidated financial statements of Shell
Company included in the SEC Reports comply as to form in all material respects
with applicable accounting requirements and the published rules and regulations
of the SEC with respect thereto, have been prepared in accordance with the U.S.
generally accepted accounting principles (except, in the case of unaudited
statements, as permitted by the rules and regulations of the SEC) applied on a
consistent basis during the periods involved (except as may be indicated in the
notes thereto) and fairly present the consolidated financial position of Shell
Company and its consolidated subsidiaries as of the dates thereof and the
consolidated results of their operations and cash flows for the periods shown
(subject, in the case of unaudited statements, to normal year-end audit
adjustments).

     

    (c)           Except
as set forth in the SEC Reports, Shell Company has no liabilities or obligations
of any nature (whether accrued, absolute, contingent or otherwise) required by
U.S. generally accepted accounting principles to be set forth on a balance sheet
of Shell Company or in the notes thereto. There are no financial or contractual
obligations and liabilities (including any obligations to issue capital stock or
other securities) due after the date hereof. All liabilities of Shell Company
shall have been paid off and shall in no event remain liabilities of Shell
Company, Square C or the Square C Shareholders following the
Closing.

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    4.16       Transactions With Affiliates
and Employees.  Except as disclosed in the SEC Reports, none of
the officers or directors of Shell Company and, to the knowledge of Shell
Company, none of the employees of Shell Company is presently a party to any
transaction with Shell Company (other than for services as employees, officers
and directors), including any Contract or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of Shell Company, any entity in
which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.

     

    4.17       Investment
Company.  Shell Company is not, and is not an affiliate of, and
immediately following the Closing will not have become, an “investment company”
within the meaning of the Investment Company Act of 1940, as
amended.

     

    4.18       Foreign Corrupt
Practices.  Neither Shell Company, nor to Shell Company’s
knowledge, any director, officer, agent, employee or other person acting on
behalf of Shell Company has, in the course of its actions for, or on behalf of,
Shell Company (a) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expenses relating to political activity; (b)
made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; or (c) made any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to
any foreign or domestic government official or employee.

     

    4.19       Absence of Certain Changes
or Events.  Except as disclosed in the SEC Reports, from the
date of the most recent financial statements contained in the SEC Reports to the
date of this Agreement, Shell Company has conducted its business only in the
ordinary course, and during such period there has not been:

     

    (a)           any
change in the assets, liabilities, financial condition or operating results of
Shell Company from that reflected in the financial statements contained in the
SEC Reports, except changes in the ordinary course of business that have not
caused, in the aggregate, a Shell Company Material Adverse Effect;

     

    (b)           any
damage, destruction or loss, whether or not covered by insurance, that would
have a Shell Company Material Adverse Effect;

     

    (c)           any
waiver or compromise by Shell Company of a valuable right or of a material debt
owed to it;

     

    (d)           any
satisfaction or discharge of any lien, claim, or encumbrance or payment of any
obligation by Shell Company, except in the ordinary course of business and the
satisfaction or discharge of which would not have a Shell Company Material
Adverse Effect;

     

    (e)           any
material change to a material Contract by which Shell Company or any of its
assets is bound or subject;

     

    (f)           any
material change in any compensation arrangement or agreement with any employee,
officer, director or shareholder;

     

    (g)           any
resignation or termination of employment of any officer of Shell
Company;

     

    (h)           any
mortgage, pledge, transfer of a security interest in or lien created by Shell
Company with respect to any of its material properties or assets, except liens
for taxes not yet due or payable and liens that arise in the ordinary course of
business and that do not materially impair Shell Company’s ownership or use of
such property or assets;

     

    (i)           any
loans or guarantees made by Shell Company to or for the benefit of its
employees, officers or directors, or any members of their immediate families,
other than travel advances and other advances made in the ordinary course of its
business;

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

     

    (j)           any
declaration, setting aside or payment or other distribution in respect of any of
Shell Company’s capital stock, or any direct or indirect redemption, purchase,
or other acquisition of any of such stock by Shell Company;

     

    (k)           any
alteration of Shell Company’s method of accounting or the identity of its
auditors;

     

    (l)           any
issuance of equity securities to any officer, director or affiliate, except
pursuant to existing Shell Company stock option plans; or

     

    (m)           any
arrangement or commitment by Shell Company to do any of the matters described in
this Section 4.19.

     

    4.20       Certain Registration
Matters.  Shell Company has not granted or agreed to grant to
any person any rights (including “piggy-back” registration rights) to have any
securities of Shell Company registered with the SEC or any other governmental
authority that have not been satisfied.

     

    4.21       Disclosure.  Shell
Company confirms that neither it nor any person acting on its behalf has
provided Square C, the Square C Shareholder or their respective agents or
counsel with any information that Shell Company believes constitutes material,
non-public information except insofar as the existence and terms of the proposed
transactions hereunder may constitute such information and except for
information that will be disclosed by Shell Company under a shell company report
on Form 20-F filed within four business days after the Closing. Shell Company
understands and confirms that Square C and the Square C Shareholders will rely
on the foregoing representations and covenants in effecting transactions in
securities of Shell Company. All of the representations and warranties set forth
in this Agreement are true and correct and do not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements made therein, in light of the circumstances under which they were
made, not misleading.

     

    4.22       No Undisclosed Events,
Liabilities, Developments or Circumstances.  No event,
liability, development or circumstance has occurred or exists, or is
contemplated to occur with respect to Shell Company, or its businesses,
properties, prospects, operations or financial condition, that would be required
to be disclosed by Shell Company under applicable securities laws on a
registration statement filed with the SEC relating to an issuance and sale by
Shell Company of its ordinary shares and which has not been publicly announced
or will not be publicly announced in a shell company report on Form 20-F filed
within four business days after the Closing.

     

    4.23       No Additional
Agreements.  Shell Company does not have any agreement or
understanding with Square C or the Square C Shareholders with respect to the
Transactions other than as specified in this Agreement.

     

    ARTICLE
V

    Representations and
Warranties of the Shell Company Shareholder

     

    5.1         Good
Title.  Upon the effectiveness of the Amended Charter, the
Shell Company Shareholder will be the record and beneficial owner, and has good
title to its Shell Company Stock, with the right and authority to sell and
deliver such Shell Company Stock, free and clear of all Liens, claims, charges,
encumbrances, pledges, mortgages, security interests, options, rights to
acquire, proxies, voting trusts or similar agreements, restrictions on transfer
or adverse claims of any nature whatsoever. Upon delivery of any certificate or
certificates duly assigned, representing the same as herein contemplated and/or
upon registering of the Square C Shareholders as the new owner of such Shell
Company Stock in the share register of Shell Company, the Square C Shareholders
will receive good title to such Shell Company Stock, free and clear of all Liens
provided that the Amended Charter is then effective.

     

    5.2         Power and
Authority.  The Shell Company Shareholder has the legal power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder. All acts required to be taken by the Shell Company
Shareholder to enter into this Agreement and to carry out the Transactions have
been properly taken. This Agreement constitutes a legal, valid and binding
obligation of the Shell Company Shareholder, enforceable against the Shell
Company Shareholder in accordance with the terms hereof.

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    5.3         No
Conflicts.  The execution and delivery of this Agreement by the
Shell Company Shareholder and the performance by the Shell Company Shareholder
of its obligations hereunder in accordance with the terms hereof: (a) will not
require the consent of any third party or Governmental Entity under any Laws;
(b) will not violate any Laws applicable to the Shell Company Shareholder; and
(c) will not violate or breach any contractual obligation to which the Shell
Company Shareholder is a party.

     

    5.4         Litigation.  There
is no pending proceeding against the Shell Company Shareholder that involves the
Shell Company Stock to be sold by the Shell Company Shareholder pursuant to this
Agreement or that challenges, or may have the effect of preventing, delaying or
making illegal, or otherwise interfering with, any of the Transactions and, to
the knowledge of the Shell Company Shareholder, no such proceeding has been
threatened, and no event or circumstance exists that is reasonably likely to
give rise to or serve as a basis for the commencement of any such
proceeding.

     

    5.5         No Finder’s
Fee.  The Shell Company Shareholder has not created any
obligation for any finder’s, investment banker’s or broker’s fee in connection
with the Transactions that are not payable entirely by the Square C
Shareholder.

     

    5.6         Disclosure.  This
Agreement, the schedules hereto and any certificate attached hereto or delivered
in accordance with the terms hereof by or on behalf of the Shell Company
Shareholder in connection with the Transactions, when taken together, do not
contain any untrue statement of a material fact or omit any material fact
necessary in order to make the statements contained herein and/or therein not
misleading.

     

    ARTICLE
VI

    Conditions to
Closing

     

    6.1         Shell Company Conditions
Precedent.  The obligations of the Square C Shareholders and
Square C to enter into and complete the Closing are subject, at the option of
the Square C Shareholders and Square C, to the fulfillment on or prior to the
Closing Date of the following conditions, any one or more of which may be waived
by Square C and the Square C Shareholders in writing.

     

    (a)           Representations and
Covenants.  The representations and warranties of Shell Company
and Shell Company Shareholder contained in this Agreement shall be true in all
material respects on and as of the Closing Date with the same force and effect
as though made on and as of the Closing Date. Shell Company and Shell Company
Shareholder shall have performed and complied in all material respects with all
covenants and agreements required by this Agreement to be performed or complied
with by Shell Company or the Shell Company Shareholders, respectively, on or
prior to the Closing Date. Shell Company and Shell Company Shareholder shall
have delivered to the Square C Shareholders and Square C a certificate, dated
the Closing Date, to the foregoing effect.

     

    (b)           Litigation.  No
action, suit or proceeding shall have been instituted before any court or
governmental or regulatory body or instituted or threatened by any governmental
or regulatory body to restrain, modify or prevent the carrying out of the
Transactions or to seek damages or a discovery order in connection with such
Transactions. No action, suit or proceeding before any court or governmental or
regulatory body or instituted or threatened by any governmental or regulatory
body has or may have, in the reasonable opinion of Square C or the Square C
Shareholders, a Shell Company Material Adverse Effect.

     

    (c)           Consents.  Shell
Company shall have obtained all material consents, waivers, approvals,
authorizations or orders required to be obtained, and made all filings required
to be made, for the authorization, execution and delivery of this Agreement and
the consummation of the Transactions, except where the failure to receive such
consents, waivers, approvals, authorizations or orders or to make such filings
would not have a Shell Company Material Adverse Effect.

     

    (d)           No Material Adverse
Change.  There shall not have been any occurrence, event,
incident, action, failure to act, or transaction since December 31, 2009 which
has had or is reasonably likely to cause a Shell Company Material Adverse
Effect.

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

     

    (e)           Amended
Charter.  Shell Company shall have filed all necessary
documents and taken all other necessary actions to amend its articles and
memorandum of association in the form attached hereto as Exhibit A (the “Amended
Charter”).

     

    (f)           Post-Closing
Capitalization.  At, and immediately after, the Closing, the
authorized capitalization, and the number of issued and outstanding shares of
the capital stock of Shell Company, on a fully-diluted basis, as indicated on a
schedule to be delivered by the Parties at or prior to the Closing, shall be
acceptable to Square C and the Square C Shareholders.

     

    (g)           Satisfactory Completion of
Due Diligence.  Square C and the Square C Shareholders shall
have completed their legal, accounting and business due diligence of Shell
Company and the results thereof shall be satisfactory to Square C and the Square
C Shareholders in their sole and absolute discretion.

     

    (h)           SEC
Reports.  Shell Company shall have filed all reports and other
documents required to be filed by it under the U.S. federal securities laws
through the Closing Date.

     

    (i)           Secretary’s
Certificate.  Shell Company shall have delivered to Square C
and the Square C Shareholders a certificate, signed by Shell Company’s Secretary
(or authorized director or officer), certifying that the attached copies of the
Shell Company Constituent Instruments, as amended pursuant to the Charter
Amendment,  and resolutions of its Board of Directors approving this
Agreement and the Transactions are all true, complete and correct and remain in
full force and effect.

     

    (j)           Payoff Letters and
Releases.  Shell Company shall have delivered to Square C and
the Square C Shareholders such pay-off letters and releases relating to
liabilities of Shell Company as Square C or the Square C Shareholders shall
request, in form and substance satisfactory to Square C and the Square C
Shareholders.

     

    (k)           Issuance of
Shares.  Shell Company and Shell Company Shareholder shall have
issued the Shares on the Shell Company’s share registry. At or within five
business days following the Closing, Shell Company and Shell Company Shareholder
shall deliver to the Square C Shareholders a certificate representing the
Shares.

     

    (l)           No Governmental
Prohibition.  No order, statute, rule, regulation. executive
order, injunction, stay, decree, judgment or restraining order shall have been
enacted, entered, promulgated or enforced by any Governmental Entity which
prohibits the consummation of the Transactions.

     

    6.2         Square C Conditions
Precedent.  The obligations of Shell Company and Shell Company
Shareholder to enter into and complete the Closing is subject, at the option of
Shell Company and Shell Company Shareholder, to the fulfillment on or prior to
the Closing Date of the following conditions, any one or more of which may be
waived by Shell Company or Shell Company Shareholder in writing.

     

    (a)           Representations and
Covenants.  The representations and warranties of the Square C
Shareholders and Square C contained in this Agreement shall be true in all
material respects on and as of the Closing Date with the same force and effect
as though made on and as of the Closing Date.  The Square C
Shareholders and Square C shall have performed and complied in all material
respects with all covenants and agreements required by this Agreement to be
performed or complied with by the Square C Shareholders and Square C on or prior
to the Closing Date. Each of Square C and the Square C Shareholders shall have
delivered to Shell Company and Shell Company Shareholder a certificate, dated
the Closing Date, to the foregoing effect.

     

    (b)           Litigation.  No
action, suit or proceeding shall have been instituted before any court or
governmental or regulatory body or instituted or threatened by any governmental
or regulatory body to restrain, modify or prevent the carrying out of the
Transactions or to seek damages or a discovery order in connection with such
Transactions, or which has or may have, in the reasonable opinion of Shell
Company and Shell Company Shareholder, a materially adverse effect on the
assets, properties, business, operations or condition (financial or otherwise)
of Square C.

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

     

    (c)           Consents.  All
material consents, waivers, approvals, authorizations or orders required to be
obtained, and all filings required to be made, by the Square C Shareholders or
Square C for the authorization, execution and delivery of this Agreement and the
consummation by them of the Transactions, shall have been obtained and made by
the Square C Shareholders or Square C, except where the failure to receive such
consents, waivers, approvals, authorizations or orders or to make such filings
would not have a Square C Material Adverse Effect.

     

    (d)           No Material Adverse
Change.  There shall not have been any occurrence, event,
incident, action, failure to act, or transaction since the date of the Square C
Financial Statements which has had or is reasonably likely to cause a Square C
Material Adverse Effect.

     

    (e)           Post-Closing
Capitalization.  At, and immediately after, the Closing, the
authorized capitalization, and the number of issued and outstanding shares of
the capital stock of Shell Company, on a fully-diluted basis, as indicated on a
schedule to be delivered by the Parties at or prior to the Closing, shall be
acceptable to Shell Company.

     

    (f)           Satisfactory Completion of
Due Diligence.  Shell Company shall have completed its legal,
accounting and business due diligence of Square C and the results thereof shall
be satisfactory to Shell Company in its sole and absolute
discretion.

     

    (g)           Secretary’s
Certificate.  Square C shall have delivered to Shell Company a
certificate, signed by its Secretary (or authorized director or officer),
certifying that the attached copies of the Square C Constituent Instruments and
resolutions of the Board of Directors of Square C approving this Agreement and
the Transactions are all true, complete and correct and remain in full force and
effect.

     

    (h)           Delivery of Audit Report and
Financial Statements.  Square C shall have completed the Square
C Financial Statements and shall have received an audit report from an
independent audit firm that is registered with the Public Company Accounting
Oversight Board.

     

    (i)           Form
20-F.  Square C shall have provided Shell Company with
reasonable assurances that Shell Company will be able to comply with its
obligation to file a shell company report on Form 20-F within four (4) business
days following the Closing containing the requisite financial statements of
Square C and the requisite disclosure regarding Square C and its
subsidiaries.

     

    (j)           Share Transfer
Documents.  The Square C Shareholders shall have delivered to
Shell Company certificate(s) representing its Square C Stock, accompanied by an
executed instrument of transfer and bought and sold note for transfer by the
Square C Shareholders of its Square C Stock to Shell Company.

     

    (k)           No Governmental
Prohibition.  No order, statute, rule, regulation. executive
order, injunction, stay, decree, judgment or restraining order shall have been
enacted, entered, promulgated or enforced by any Governmental Entity which
prohibits the consummation of the Transactions.

     

    (l)           Delivery of Purchase
Price.  The Square C Shareholders shall have delivered to the
Shell Company Shareholder the applicable purchase price for the Shares to be
purchased by each Square C Shareholder.

     

    ARTICLE
VII

    Covenants

     

    7.1         Amended
Charter.  Shell Company shall file all necessary documents and
take all other necessary actions to amend its articles of association in
accordance with the Amended Charter.

     

    7.2         Public
Announcements.  Shell Company and Square C will consult with
each other before issuing, and provide each other the opportunity to review and
comment upon, any press releases or other public statements with respect to this
Agreement and the Transactions and shall not issue any such press release or
make any such public statement prior to such consultation, except as may be
required by applicable Law, court process or by obligations pursuant to any
listing agreement with any national securities exchanges.

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

     

    7.3         Fees and
Expenses.  All fees and expenses incurred in connection with
this Agreement shall be paid by the Party incurring such fees or expenses,
whether or not this Agreement is consummated.

     

    7.4         Continued
Efforts.  Each Party shall use commercially reasonable efforts
to (a) take all action reasonably necessary to consummate the Transactions, and
(b) take such steps and do such acts as may be necessary to keep all of its
representations and warranties true and correct as of the Closing Date with the
same effect as if the same had been made, and this Agreement had been dated, as
of the Closing Date.

     

    7.5         Exclusivity.  Neither
Shell Company nor Square C shall (a) solicit, initiate, or encourage the
submission of any proposal or offer from any person relating to the acquisition
of any capital stock or other voting securities of Shell Company or Square C (as
applicable), or any assets of Shell Company or Square C (as applicable)
(including any acquisition structured as a merger, consolidation, share exchange
or other business combination), (b) participate in any discussions or
negotiations regarding, furnish any information with respect to, assist or
participate in, or facilitate in any other manner any effort or attempt by any
person to do or seek any of the foregoing, or (c) take any other action that is
inconsistent with the Transactions and that has the effect of avoiding the
Closing contemplated hereby. Each shall notify the other immediately if any
person makes any proposal, offer, inquiry, or contact with respect to any of the
foregoing.

     

    7.6         Filing of
20-F.  Shell Company shall file, within four (4) business days
of the Closing Date, a shell company report on Form 20-F and attach as exhibits
all relevant agreements with the SEC disclosing the terms of this Agreement and
other requisite disclosure regarding the Transactions and including the
requisite audited consolidated financial statements of Square C and the
requisite disclosure regarding Square C and its subsidiaries. In addition, Shell
Company shall issue a press release at a mutually agreeable time following the
Closing Date.

     

    7.7         Furnishing of
Information.  As long as the Square C Shareholders own the
Shares, Shell Company covenants to timely file (or obtain extensions in respect
thereof and file within the applicable grace period) all reports required to be
filed by Shell Company after the date hereof pursuant to the Exchange Act. As
long as the Square C Shareholders own the Shares, if Shell Company is not
required to file reports pursuant to such laws, it will prepare and furnish to
the Square C Shareholders and make publicly available in accordance with Rule
144(c) promulgated by the SEC pursuant to the Securities Act, such information
as is required for the Square C Shareholders to sell Shares under Rule 144.
Shell Company further covenants that it will take such further action as any
holder of the Shares may reasonably request, all to the extent required from
time to time to enable such person to sell the Shares without registration under
the Securities Act within the limitation of the exemptions provided by Rule
144.

     

    7.8         Access.  Each
of Shell Company and Square C shall permit representatives of each other to have
full access to all premises, properties, personnel, books, records, contracts,
and documents of or pertaining to such party.

     

    7.9         Preservation of
Business.  From the date of this Agreement until the Closing
Date, each of Square C and Shell Company shall, except as otherwise permitted by
the terms of this Agreement, operate only in the ordinary and usual course of
business consistent with its past practices and shall use reasonable commercial
efforts to (a) preserve intact its business organization, (b) preserve the good
will and advantageous relationships with customers, suppliers, independent
contractors, employees and other persons material to the operation of its
business, and (c) not permit any action or omission that would cause any of its
representations or warranties contained herein to become inaccurate or any of
its covenants to be breached in any material respect.

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

     

    ARTICLE
VIII

    Miscellaneous

     

    8.1         Notices.  All
notices, requests, claims, demands and other communications under this Agreement
shall be in writing and shall be deemed given upon receipt by the Parties at the
following addresses (or at such other address for a Party as shall be specified
by like notice):

     

    If to
Shell Company, to:

    


    Wei
Guo

    Super
Champ Group Limited

    35/F
Central Plaza

    18
Harbour Road

    Wanchai,
Hong Kong

     

    If to
Shell Company Shareholder, to:

     

    Wei
Guo

    35/F
Central Plaza

    18
Harbour Road

    Wanchai,
Hong Kong

     

    If to
Square C, to:

     

    186
Pingyang Road,

    6th
Floor,

    Taiyuan
City, Shanxi, 030006,

    People’s
Republic of China

    


    with a
copy to:

    


    Kramer
Levin Naftalis & Frankel LLP

    1177
Avenue of the Americas

    New York,
New York  10036

    Attention:  Bill
Huo, Esq.

     

    If to the
Square C Shareholders, to:

     

    186
Pingyang Road,

    6th
Floor,

    Taiyuan
City, Shanxi, 030006,

    People’s
Republic of China

     

    8.2         Amendments;
Waivers.  No provision of this Agreement may be waived or
amended except in a written instrument signed by Square C, Shell Company, the
Square C Shareholders and the Shell Company Shareholder. No waiver of any
default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any subsequent default or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of any Party to exercise any
right hereunder in any manner impair the exercise of any such
right.

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

     

    8.3         Replacement of
Securities.  If any certificate or instrument evidencing any
Shares is mutilated, lost, stolen or destroyed, Shell Company and Shell Company
Shareholder shall issue or cause to be issued in exchange and substitution for
and upon cancellation thereof, or in lieu of and substitution therefor, a new
certificate or instrument, but only upon receipt of evidence reasonably
satisfactory to Shell Company and Shell Company Shareholder of such loss, theft
or destruction and customary and reasonable indemnity, if requested. The
applicants for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs associated with the issuance of such
replacement Shares. If a replacement certificate or instrument evidencing any
Shares is requested due to a mutilation thereof, Shell Company and Shell Company
Shareholder may require delivery of such mutilated certificate or instrument as
a condition precedent to any issuance of a replacement.

     

    8.4         Remedies.  In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, each of the Square C Shareholders, Shell
Company, Square C and Shell Company Shareholder will be entitled to specific
performance under this Agreement. The Parties agree that monetary damages may
not be adequate compensation for any loss incurred by reason of any breach of
obligations described in the foregoing sentence and hereby agrees to waive in
any action for specific performance of any such obligation the defense that a
remedy at law would be adequate.

     

    8.5         Limitation of
Liability.  Notwithstanding anything herein to the contrary,
each of Shell Company, Square C and the Square C Shareholders acknowledges and
agrees that the liability of any Shareholder arising directly or indirectly,
under any Transaction Document of any and every nature whatsoever shall be
satisfied solely out of the assets of such Shareholder, and that no trustee,
officer, other investment vehicle or any other affiliate of such Shareholder or
any investor, shareholder or holder of shares of beneficial interest of such
Shareholder shall be personally liable for any liabilities of such
Shareholder.

     

    8.6         Interpretation.  When
a reference is made in this Agreement to a Section, such reference shall be to a
Section of this Agreement unless otherwise indicated. Whenever the words
“include”, “includes” or “including” are used in this Agreement, they shall be
deemed to be followed by the words “without limitation”.

     

    8.7         Severability.  If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule or Law, or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the Transactions is not affected
in any manner materially adverse to any Party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
Parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the Parties as closely as possible in an acceptable
manner to the end that the Transactions are fulfilled to the extent
possible.

     

    8.8         Counterparts; Facsimile
Execution.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the Parties and delivered to the other Parties. Facsimile execution and delivery
of this Agreement is legal, valid and binding for all purposes.

     

    8.9         Entire Agreement; Third
Party Beneficiaries.  This Agreement, taken together with the
Square C Disclosure Letter, (a) constitute the entire agreement and supersede
all prior agreements and understandings, both written and oral, among the
Parties with respect to the Transactions and (b) are not intended to confer upon
any person other than the Parties any rights or remedies.

     

    8.10       Survival.  The
representations, warranties, and covenants of the respective Parties shall
survive the Closing Date and the consummation of the Transactions for a period
of eighteen (18) months.

     

    8.11       Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof,
(except to the extent the laws of the British Virgin Islands are mandatorily
applicable to the Transactions).

     

    8.12       Assignment.  Neither
this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned, in whole or in part, by operation of law or
otherwise by any of the Parties without the prior written consent of each of the
other Parties. Any purported assignment without such consent shall be void.
Subject to the preceding sentences, this Agreement will be binding upon, inure
to the benefit of, and be enforceable by, the Parties and their respective
successors and assigns.

    


    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

     

    [Signature Page
Follows]

    


    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Share Exchange Agreement to
be duly executed by their respective authorized signatories as of the date first
indicated above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 
      	 
      	
                                                          SUPER
      CHAMP GROUP LIMITED.

                                                        
	 
      	 
      	 
      
	 
      	
                                                          By:

                                                        	 
      
	 
      	 
      	
                                                          Name:   Wei
      Guo

                                                        
	 
      	 
      	
                                                          Title:   President

                                                        
	 
      	 
      	 
      
	 
      	 
      	
                                                          SHELL
      COMPANY SHAREHOLDER

                                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                                          Wei
      Guo

                                                        
	 
      	 
      	 
      
	 
      	 
      	
                                                          SQUARE.
      C COMMERCE COMPANY LTD.

                                                        
	 
      	 
      	 
      
	 
      	
                                                          By:

                                                        	 
      
	 
      	 
      	
                                                          Name:

                                                        
	 
      	 
      	
                                                          Title:

                                                        
	 
      	 
      	 
      
	 
      	 
      	
                                                          SQUARE
      C SHAREHOLDERS

                                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                                          Jinfan
      Commerce Company Limited

                                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                                          Zongfan
      Commerce Company Limited

                                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                                          D.Date
      Commerce Company Limited

                                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                                          Sailstart
      Commerce Company Limited

                                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                                          Prettymedia
      Commerce Company Limited

                                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                                          Prettylabel
      Commerce Company Limited

                                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                                          Soar
      Venture Capital Management
Limited

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      
        	 	 
      	 
      
	 
      	 
      	
                Blue
      Ocean & Phecda Venture Capital Management

                Limited

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                GYC
      Investment Limited

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Dragon
      Winner Investment Ltd.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                New
      Asset International Ltd.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Ocean
      Skill Holdings Limited

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Golden
      Champion Investment Ltd.

              


      

    

    
 

    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
A

     

    Shell Company
Shareholder:

     

    Wei Guo –
50,000 ordinary shares (5,000,000 ordinary shares following the effectiveness of
the Amended Charter)

    35/F
Central Plaza

    18
Harbour Road

    Wanchai,
Hong Kong

    


    Square C
Shareholders:

     

    Jinfan
Commerce Company Limited – 675 ordinary shares

    263 Main
Street, P.O.Box 2196, Road Town, Tortola, British Virgin Islands

    


    Zongfan
Commerce Company Limited – 45 ordinary shares

    


    D.Date
Commerce Company Limited – 45 ordinary shares

    


    Sailstart
Commerce Company Limited – 45 ordinary shares

    263 Main
Street, P.O.Box 2196, Road Town, Tortola, British Virgin Islands

    


    Prettymedia
Commerce Company Limited – 45 ordinary shares

    


    Prettylabel
Commerce Company Limited – 45 ordinary shares

    


    Soar
Venture Capital Management Limited – 10 ordinary shares

    


    Blue
Ocean & Phecda Venture Capital Management Limited – 10 ordinary
shares

    


    GYC
Investment Limited – 5 ordinary shares

    Akara
Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin
Islands

    


    Dragon
Winner Investment Ltd. – 28 ordinary shares

    Akara
Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin
Islands

    


    New Asset
International Ltd. – 28 ordinary shares

    Akara
Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin
Islands

    


    Ocean
Skill Holdings Limited – 8 ordinary shares

    Akara
Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin
Islands

    


    Golden
Champion Investment Ltd. – 11 ordinary shares

    Akara
Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin
Islands

    


    
      
        
           


        

        
          22

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
B

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	
                                                          Name of Shareholder

                                                        	 	
                                                          Number of Shares Newly

                                                          Issued by the Shell

                                                        	 	 	
                                                          Number of Shares

                                                          Acquired from the Shell

                                                          Shareholder

                                                        	 	 	
                                                          Total Number of Shell

                                                          Shares Held Following

                                                          the Share Exchange

                                                        	 
	
                                                          Jinfan
      Commerce Company Limited

                                                        	 	 	4,725,000	 	 	 	3,375,000	 	 	 	8,100,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                          Zongfan
      Commerce Company Limited

                                                        	 	 	315,000	 	 	 	225,000	 	 	 	540,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                          D.Date
      Commerce Company Limtied

                                                        	 	 	315,000	 	 	 	225,000	 	 	 	540,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                          Sailstart
      Commerce Company Limited

                                                        	 	 	315,000	 	 	 	225,000	 	 	 	540,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                          Prettymedia
      Commerce Company Limited

                                                        	 	 	315,000	 	 	 	225,000	 	 	 	540,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                          Prettylabel
      Commerce Company Limited

                                                        	 	 	315,000	 	 	 	225,000	 	 	 	540,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                          Soar
      Venture Capital Management Limited

                                                        	 	 	70,000	 	 	 	50,000	 	 	 	120,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                          Blue
      Ocean & Phecda Venture Capital Management Limited

                                                        	 	 	70,000	 	 	 	50,000	 	 	 	120,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                          GYC
      Investment Limited

                                                        	 	 	35,000	 	 	 	25,000	 	 	 	60,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                          Dragon
      Winner Investment Ltd.

                                                        	 	 	196,000	 	 	 	140,000	 	 	 	336,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                          New
      Asset International Ltd.

                                                        	 	 	196,000	 	 	 	140,000	 	 	 	336,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                          Ocean
      Skills Holdings Limited

                                                        	 	 	56,000	 	 	 	40,000	 	 	 	96,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                          Golden
      Champion Investment Ltd.

                                                        	 	 	77,000	 	 	 	55,000	 	 	 	132,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                          Total

                                                        	 	 	7,000,000	 	 	 	5,000,000	 	 	 	12,000,000	 


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
          23

          
            

          

        

        
           


        

      

    

    


    ANNEX
A


     

    Definitions

     

    “Action” means any
action, suit, inquiry, notice of violation, proceeding (including any partial
proceeding such as a deposition) or investigation pending or threatened in
writing before or by any court, arbitrator, governmental or administrative
agency, regulatory authority (federal, state, county, local or foreign), stock
market, stock exchange or trading facility.

     

    “Agreement” has the
meaning set forth in the Preamble of this Agreement.

     

    “Amended Charter” has
the meaning set forth in Section 6.1(e) of this Agreement.

     

    “Closing” has the
meaning set forth in Section 1.2 of this Agreement.

     

    “Closing Date” has the
meaning set forth in Section 1.2 of this Agreement.

     

    “Consent” means any
material consent, approval, license, permit, order or
authorization.

     

    “Contract” means any
contract, lease, license, indenture, note, bond, agreement, permit, concession,
franchise or other instrument.

     

    “Exchange” has the
meaning set forth in the Background Section of this Agreement.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    “Governmental Entity”
means any federal, state, local or foreign government or any court of competent
jurisdiction, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign.

     

    “Hong Kong” means the
Hong Kong Special Administrative Region of the People’s Republic of
China.

     

    “Intellectual Property
Right” means any patent, patent right, trademark, trademark right, trade
name, trade name right, service mark, service mark right, copyright and other
proprietary intellectual property right and computer program.

     

    “Law” means any
statute, law, ordinance, rule, regulation, order, writ, injunction, judgment, or
decree. “Laws”
means the plural of any of the foregoing.

     

    “Lien” means any lien,
security interest, pledge, equity and claim of any kind, voting trust,
stockholder agreement and other encumbrance. “Liens” means the
plural of any of the foregoing.

     

    “Square C” has the
meaning set forth in the Preamble of this Agreement.

     

    “Square C Constituent
Instruments” means the certificate of incorporation and memorandum and
articles of association of Square C and such other constituent instruments of
Square C as may exist, each as amended to the date of this
Agreement.

     

    “Square C Disclosure
Letter” means the letter delivered from Square C to Shell Company
concurrently herewith.

     

    “Square C Financial
Statements” has the meaning set forth in the Section 3.15 of this
Agreement.

     

    “Square C Material Adverse
Effect” has the meaning set forth in Section 3.1 of this
Agreement.

    


    
      
        
           


        

        
          24

          
            

          

        

        
           


        

      

    

     

    “Square C Stock” has
the meaning set forth in the Background Section of this Agreement.

     

    “Party” and “Parties” have the
meanings set forth in the Preamble of this Agreement.

     

    “SEC” means the
Securities and Exchange Commission.

     

    “SEC Reports” has the
meaning set forth in Section 4.15 of this Agreement.

     

    “Securities Act” means
the Securities Act of 1933, as amended.

     

    “Shares” has the
meaning set forth in Section 1.1 of this Agreement.

     

    “Shareholder” has the
meaning set forth in the Preamble of this Agreement.

     

    “Shell Company” has
the meaning set forth in the Preamble of this Agreement.

     

    “Shell Company Constituent
Instruments” means the certificate of incorporation and memorandum and
articles of association of Shell Company and such other constituent instruments
of Shell Company as may exist, each as amended to the date of this
Agreement.

     

    “Shell Company Material
Adverse Effect” has the meaning set forth in Section 4.1 of this
Agreement.

     

    “Shell Company Stock”
has the meaning set forth in the Background Section of this
Agreement.

     

    “Taxes” means all
forms of taxation, whenever created or imposed, and whether of the United States
or elsewhere, and whether imposed by a local, municipal, governmental, state,
foreign, federal or other Governmental Entity, or in connection with any
agreement with respect to such forms of taxation, including all interest,
penalties and additions imposed with respect to such amounts. “Tax” means the
singular of any of the foregoing.

     

    “Tax Returns” means
all federal, state, local, provincial and foreign Tax returns, declarations,
statements, reports, schedules, forms and information returns and any amended
Tax return relating to Taxes.

     

    “Transactions” has the
meaning set forth in Section 1.2 of this Agreement.

     

    “Transaction Document”
means any of this Agreement and any other documents or agreements executed in
connection with the Transactions.

     

    “Voting Square C Debt”
has the meaning set forth in Section 3.3 of this Agreement.

     

    “Voting Shell Company
Debt” has the meaning set forth in Section 4.3 of this
Agreement.

    


    
      
        
           


        

        
          25