Unassociated Document


    
       

      AGREEMENT
AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE

       

      by
and among

       

      ALPHA
SECURITY GROUP CORPORATION,

       

      SOYA
CHINA PTE LTD.,

       

      ALPHA
ARIZONA CORP.,

       

      AND

       

      THE
SELLING SHAREHOLDERS

       

      Dated
as of December 31, 2008

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Table of
Contents

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 
      	 
      	
                                      Page

                                    
	 
      	 
      	 
      	 
      
	
                                      ARTICLE
      I

                                    	
                                      THE
      MERGER

                                    	 
      	
                                      2

                                    
	 
      	 
      	 
      	 
      
	
                                      1.1

                                    	
                                      The
      Merger

                                    	 
      	
                                      2

                                    
	 
      	 
      	 
      	 
      
	
                                      1.2

                                    	
                                      Filing
      of Certificate of Ownership and Merger; Merger Effective
    Time

                                    	 
      	
                                      2

                                    
	 
      	 
      	 
      	 
      
	
                                      ARTICLE
      II

                                    	
                                      CONVERSION

                                    	 
      	
                                      3

                                    
	 
      	 
      	 
      	 
      
	
                                      2.1

                                    	
                                      The
      Conversion

                                    	 
      	
                                      3

                                    
	 
      	 
      	 
      	 
      
	
                                      2.2

                                    	
                                      Registration
      by Way of Continuation; Conversion Effective Time

                                    	 
      	
                                      3

                                    
	 
      	 
      	 
      	 
      
	
                                      ARTICLE III

                                    	
                                      CHARTER
      DOCUMENTS, DIRECTORS AND OFFICERS OF SURVIVING CORPORATION AND ALPHA
      BERMUDA

                                    	 
      	
                                      3

                                    
	 
      	 
      	 
      	 
      
	
                                      3.1

                                    	
                                      Articles
      of Incorporation of Surviving Corporation

                                    	 
      	
                                      3

                                    
	 
      	 
      	 
      	 
      
	
                                      3.2

                                    	
                                      Bylaws
      of Surviving Corporation

                                    	 
      	
                                      3

                                    
	 
      	 
      	 
      	 
      
	
                                      3.3

                                    	
                                      Directors
      of Surviving Corporation

                                    	 
      	
                                      3

                                    
	 
      	 
      	 
      	 
      
	
                                      3.4

                                    	
                                      Officers
      of Surviving Corporation

                                    	 
      	
                                      4

                                    
	 
      	 
      	 
      	 
      
	
                                      3.5

                                    	
                                      Memorandum
      of Continuance
      and Bye-laws of Alpha
      Bermuda

                                    	 
      	
                                      4

                                    
	 
      	 
      	 
      	 
      
	
                                      3.6

                                    	
                                      Directors
      of Alpha Bermuda

                                    	 
      	
                                      4

                                    
	 
      	 
      	 
      	 
      
	
                                      3.7

                                    	
                                      Officers
      of Alpha Bermuda

                                    	 
      	
                                      4

                                    
	 
      	 
      	 
      	 
      
	
                                      ARTICLE IV

                                    	
                                      CONVERSION
      AND EXCHANGE OF SECURITIES

                                    	 
      	
                                      4

                                    
	 
      	 
      	 
      	 
      
	
                                      4.1

                                    	
                                      Conversion
      of Stock in the Merger

                                    	 
      	
                                      4

                                    
	 
      	 
      	 
      	 
      
	
                                      4.2

                                    	
                                      Conversion
      of Securities in the Conversion

                                    	 
      	
                                      5

                                    
	 
      	 
      	 
      	 
      
	
                                      4.3

                                    	
                                      Certificates
      Representing Alpha Securities

                                    	 
      	
                                      5

                                    
	 
      	 
      	 
      	 
      
	
                                      4.4

                                    	
                                      Effect
      of the Conversion

                                    	 
      	
                                      6

                                    
	 
      	 
      	 
      	 
      
	
                                      ARTICLE
      V

                                    	
                                      SHARE
      EXCHANGE

                                    	 
      	
                                      7

                                    
	 
      	 
      	 
      	 
      
	
                                      5.1

                                    	
                                      Share
      Exchange

                                    	 
      	
                                      7

                                    
	 
      	 
      	 
      	 
      
	
                                      5.2

                                    	
                                      Escrow
      of Shares

                                    	 
      	
                                      8

                                    
	 
      	 
      	 
      	 
      
	
                                      5.3

                                    	
                                      Deferred
      Stock Payment

                                    	 
      	
                                      8

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
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                              Page

                            
	
                              ARTICLE
      VI

                            	
                              THE
      CLOSING

                            	 
      	
                              11

                            
	 
      	 
      	 
      	 
      
	
                              6.1

                            	
                              Closing

                            	 
      	
                              11

                            
	 
      	 
      	 
      	 
      
	
                              6.2

                            	
                              Deliveries
      of the Parties

                            	 
      	
                              11

                            
	 
      	 
      	 
      	 
      
	
                              6.3

                            	
                              Further
      Assurances

                            	 
      	
                              11

                            
	 
      	 
      	 
      	 
      
	
                              ARTICLE
      VII

                            	
                              REPRESENTATIONS
      AND WARRANTIES OF THE SELLING SHAREHOLDERS

                            	 
      	
                              12

                            
	 
      	 
      	 
      	 
      
	
                              7.1

                            	
                              Good
      Title

                            	 
      	
                              12

                            
	 
      	 
      	 
      	 
      
	
                              7.2

                            	
                              Organization
      and Standing

                            	 
      	
                              12

                            
	 
      	 
      	 
      	 
      
	
                              7.3

                            	
                              Authority;
      Execution and Delivery; Enforceability

                            	 
      	
                              12

                            
	 
      	 
      	 
      	 
      
	
                              7.4

                            	
                              No
      Conflicts

                            	 
      	
                              12

                            
	 
      	 
      	 
      	 
      
	
                              7.5

                            	
                              Consents
      and Approvals

                            	 
      	
                              13

                            
	 
      	 
      	 
      	 
      
	
                              7.6

                            	
                              Access
      to Information

                            	 
      	
                              13

                            
	 
      	 
      	 
      	 
      
	
                              7.7

                            	
                              Intent;
      Accredited Investor; Non-U.S. Person

                            	 
      	
                              13

                            
	 
      	 
      	 
      	 
      
	
                              7.8

                            	
                              Accuracy
      of Representations

                            	 
      	
                              13

                            
	 
      	 
      	 
      	 
      
	
                              7.9

                            	
                              Transfer
      Restrictions

                            	 
      	
                              13

                            
	 
      	 
      	 
      	 
      
	
                              7.10

                            	
                              Legends

                            	 
      	
                              13

                            
	 
      	 
      	 
      	 
      
	
                              7.11

                            	
                              Opinion

                            	 
      	
                              14

                            
	 
      	 
      	 
      	 
      
	
                              7.12

                            	
                              Restriction
      on Disposal of Shares

                            	 
      	
                              14

                            
	 
      	 
      	 
      	 
      
	
                              ARTICLE VIII

                            	
                              REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

                            	 
      	
                              15

                            
	 
      	 
      	 
      	 
      
	
                              8.1

                            	
                              Organization,
      Standing and Power; Key Operating Agreements

                            	 
      	
                              16

                            
	 
      	 
      	 
      	 
      
	
                              8.2

                            	
                              Subsidiaries

                            	 
      	
                              16

                            
	 
      	 
      	 
      	 
      
	
                              8.3

                            	
                              Capital
      Structure.

                            	 
      	
                              17

                            
	 
      	 
      	 
      	 
      
	
                              8.4

                            	
                              Authority

                            	 
      	
                              17

                            
	 
      	 
      	 
      	 
      
	
                              8.5

                            	
                              No
      Conflict

                            	 
      	
                              17

                            
	 
      	 
      	 
      	 
      
	
                              8.6

                            	
                              Consents
      and Approvals

                            	 
      	
                              18

                            


                    

                  

                

              

            

          

        

      


      
        
           


        

        
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                    8.7

                  	
                    Financial
      Statements

                  	 
      	
                    18

                  
	 
      	 
      	 
      	 
      
	
                    8.8

                  	
                    Internal
      Accounting Controls

                  	 
      	
                    18

                  
	 
      	 
      	 
      	 
      
	
                    8.9

                  	
                    Absence
      of Certain Changes

                  	 
      	
                    19

                  
	 
      	 
      	 
      	 
      
	
                    8.10

                  	
                    Absence
      of Undisclosed Liabilities

                  	 
      	
                    19

                  
	 
      	 
      	 
      	 
      
	
                    8.11

                  	
                    Litigation

                  	 
      	
                    19

                  
	 
      	 
      	 
      	 
      
	
                    8.12

                  	
                    Restrictions
      on Business Activities

                  	 
      	
                    19

                  
	 
      	 
      	 
      	 
      
	
                    8.13

                  	
                    Governmental
      Authorization

                  	 
      	
                    20

                  
	 
      	 
      	 
      	 
      
	
                    8.14

                  	
                    Title
      to Property

                  	 
      	
                    20

                  
	 
      	 
      	 
      	 
      
	
                    8.15

                  	
                    Intellectual
      Property

                  	 
      	
                    20

                  
	 
      	 
      	 
      	 
      
	
                    8.16

                  	
                    Taxes

                  	 
      	
                    21

                  
	 
      	 
      	 
      	 
      
	
                    8.17

                  	
                    Employee
      Benefit Plans

                  	 
      	
                    22

                  
	 
      	 
      	 
      	 
      
	
                    8.18

                  	
                    Labor
      Matters

                  	 
      	
                    22

                  
	 
      	 
      	 
      	 
      
	
                    8.19

                  	
                    Interested
      Party Transactions

                  	 
      	
                    22

                  
	 
      	 
      	 
      	 
      
	
                    8.20

                  	
                    Insurance

                  	 
      	
                    23

                  
	 
      	 
      	 
      	 
      
	
                    8.21

                  	
                    Material
      Company Contracts

                  	 
      	
                    23

                  
	 
      	 
      	 
      	 
      
	
                    8.22

                  	
                    Compliance
      With Laws

                  	 
      	
                    24

                  
	 
      	 
      	 
      	 
      
	
                    8.23

                  	
                    Foreign
      Corrupt Practices Act

                  	 
      	
                    24

                  
	 
      	 
      	 
      	 
      
	
                    8.24

                  	
                    Money
      Laundering Laws

                  	 
      	
                    25

                  
	 
      	 
      	 
      	 
      
	
                    8.25

                  	
                    Governmental
      Inquiry

                  	 
      	
                    25

                  
	 
      	 
      	 
      	 
      
	
                    8.26

                  	
                    Minute
      Books

                  	 
      	
                    25

                  
	 
      	 
      	 
      	 
      
	
                    8.27

                  	
                    Real
      Property

                  	 
      	
                    25

                  
	 
      	 
      	 
      	 
      
	
                    8.28

                  	
                    Brokers’
      and Finders’ Fees

                  	 
      	
                    25

                  
	 
      	 
      	 
      	 
      
	
                    8.29

                  	
                    Vote
      Required

                  	 
      	
                    25

                  
	 
      	 
      	 
      	 
      
	
                    8.30

                  	
                    Board
      Approval

                  	 
      	
                    25

                  
	 
      	 
      	 
      	 
      
	
                    8.31

                  	
                    Additional
      PRC Representations and Warranties

                  	 
      	
                    25

                  


          

        

      

       

      
        
           


        

        
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                        8.32

                      	
                        Stamp
      Duty; Transfer Taxes

                      	 
      	
                        26

                      
	 
      	 
      	 
      	 
      
	
                        8.33

                      	
                        Environmental
      Matters

                      	 
      	
                        26

                      
	 
      	 
      	 
      	 
      
	
                        ARTICLE IX

                      	
                        REPRESENTATIONS
      AND WARRANTIES OF THE ALPHA PARTIES

                      	 
      	
                        27

                      
	 
      	 
      	 
      	 
      
	
                        9.1

                      	
                        Organization,
      Standing and Power

                      	 
      	
                        27

                      
	 
      	 
      	 
      	 
      
	
                        9.2

                      	
                        Capital
      Structure

                      	 
      	
                        28

                      
	 
      	 
      	 
      	 
      
	
                        9.3

                      	
                        Authority

                      	 
      	
                        29

                      
	 
      	 
      	 
      	 
      
	
                        9.4

                      	
                        No
      Conflict

                      	 
      	
                        30

                      
	 
      	 
      	 
      	 
      
	
                        9.5

                      	
                        Consents
      and Approval

                      	 
      	
                        30

                      
	 
      	 
      	 
      	 
      
	
                        9.6

                      	
                        SEC Documents;
      Financial Statements

                      	 
      	
                        31

                      
	 
      	 
      	 
      	 
      
	
                        9.7

                      	
                        Sarbanes-Oxley
      Act of 2002

                      	 
      	
                        31

                      
	 
      	 
      	 
      	 
      
	
                        9.8

                      	
                        Absence
      of Certain Changes

                      	 
      	
                        32

                      
	 
      	 
      	 
      	 
      
	
                        9.9

                      	
                        Absence
      of Undisclosed Liabilities

                      	 
      	
                        32

                      
	 
      	 
      	 
      	 
      
	
                        9.10

                      	
                        Litigation

                      	 
      	
                        32

                      
	 
      	 
      	 
      	 
      
	
                        9.11

                      	
                        Restrictions
      on Business Activities

                      	 
      	
                        32

                      
	 
      	 
      	 
      	 
      
	
                        9.12

                      	
                        No
      Interest in Property

                      	 
      	
                        33

                      
	 
      	 
      	 
      	 
      
	
                        9.13

                      	
                        Employees;
      Employee Benefit Plans

                      	 
      	
                        33

                      
	 
      	 
      	 
      	 
      
	
                        9.14

                      	
                        Labor
      Matters

                      	 
      	
                        33

                      
	 
      	 
      	 
      	 
      
	
                        9.15

                      	
                        Interested
      Party Transactions

                      	 
      	
                        33

                      
	 
      	 
      	 
      	 
      
	
                        9.16

                      	
                        Insurance

                      	 
      	
                        33

                      
	 
      	 
      	 
      	 
      
	
                        9.17

                      	
                        Compliance
      With Laws

                      	 
      	
                        33

                      
	 
      	 
      	 
      	 
      
	
                        9.18

                      	
                        Brokers’
      and Finders’ Fees

                      	 
      	
                        33

                      
	 
      	 
      	 
      	 
      
	
                        9.19

                      	
                        Minute
      Books

                      	 
      	
                        33

                      
	 
      	 
      	 
      	 
      
	
                        9.20

                      	
                        Vote
      Required

                      	 
      	
                        33

                      
	 
      	 
      	 
      	 
      
	
                        9.21

                      	
                        Board
      Approval

                      	 
      	
                        34

                      


              

            

          

        

      

       

      
        
           


        

        
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                        9.22

                      	
                        Alternext
      Listing

                      	 
      	
                        34

                      
	 
      	 
      	 
      	 
      
	
                        9.23

                      	
                        Trust
      Account Funds

                      	 
      	
                        34

                      
	 
      	 
      	 
      	 
      
	
                        9.24

                      	
                        Qualification
      as “Business Combination” under Certificate of
    Incorporation

                      	 
      	
                        34

                      
	 
      	 
      	 
      	 
      
	
                        9.25

                      	
                        Internal
      Accounting Controls; Disclosure Controls

                      	 
      	
                        34

                      
	 
      	 
      	 
      	 
      
	
                        9.26

                      	
                        Certain
      Registration Matters

                      	 
      	
                        34

                      
	 
      	 
      	 
      	 
      
	
                        9.27

                      	
                        Material
      Contracts

                      	 
      	
                        35

                      
	 
      	 
      	 
      	 
      
	
                        9.28

                      	
                        Taxes

                      	 
      	
                        35

                      
	 
      	 
      	 
      	 
      
	
                        9.29

                      	
                        Foreign
      Corrupt Practices Act

                      	 
      	
                        36

                      
	 
      	 
      	 
      	 
      
	
                        9.30

                      	
                        Money
      Laundering Laws

                      	 
      	
                        36

                      
	 
      	 
      	 
      	 
      
	
                        ARTICLE
      X

                      	
                        CONDUCT
      PRIOR TO THE BUSINESS COMBINATION EFFECTIVE TIME

                      	 
      	
                        36

                      
	 
      	 
      	 
      	 
      
	
                        10.1

                      	
                        Conduct
      of Business

                      	 
      	
                        36

                      
	 
      	 
      	 
      	 
      
	
                        10.2

                      	
                        Restrictions
      on Conduct of Business

                      	 
      	
                        37

                      
	 
      	 
      	 
      	 
      
	
                        ARTICLE
      XI

                      	
                        COVENANTS

                      	 
      	
                        39

                      
	 
      	 
      	 
      	 
      
	
                        11.1

                      	
                        Proxy/Prospectus;
      Special Meeting

                      	 
      	
                        39

                      
	 
      	 
      	 
      	 
      
	
                        11.2

                      	
                        Form 8-K

                      	 
      	
                        40

                      
	 
      	 
      	 
      	 
      
	
                        11.3

                      	
                        Insider
      Purchases

                      	 
      	
                        40

                      
	 
      	 
      	 
      	 
      
	
                        11.4

                      	
                        Action
      of Company’s Shareholders

                      	 
      	
                        41

                      
	 
      	 
      	 
      	 
      
	
                        11.5

                      	
                        Employment
      Agreements

                      	 
      	
                        41

                      
	 
      	 
      	 
      	 
      
	
                        11.6

                      	
                        Registration
      Rights Agreement

                      	 
      	
                        41

                      
	 
      	 
      	 
      	 
      
	
                        11.7

                      	
                        Shareholders’
      Agreement

                      	 
      	
                        41

                      
	 
      	 
      	 
      	 
      
	
                        11.8

                      	
                        Fiscal
      Year

                      	 
      	
                        41

                      
	 
      	 
      	 
      	 
      
	
                        11.9

                      	
                        Directors
      and Officers of Alpha Bermuda

                      	 
      	
                        41

                      
	 
      	 
      	 
      	 
      
	
                        ARTICLE XII

                      	
                        ADDITIONAL
      AGREEMENTS

                      	 
      	
                        42

                      
	 
      	 
      	 
      	 
      
	
                        12.1

                      	
                        No
      Claim Against Trust Account

                      	 
      	
                        42

                      


              

            

          

        

      


      
        
           


        

        
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                    12.2

                  	
                    Access
      to Information

                  	 
      	
                    42

                  
	 
      	 
      	 
      	 
      
	
                    12.3

                  	
                    Confidential
      Information; Non-Solicitation or Negotiation

                  	 
      	
                    43

                  
	 
      	 
      	 
      	 
      
	
                    12.4

                  	
                    Disclosure
      of Certain Matters

                  	 
      	
                    44

                  
	 
      	 
      	 
      	 
      
	
                    12.5

                  	
                    Regulatory
      and Other Authorizations; Notices and Consents

                  	 
      	
                    44

                  
	 
      	 
      	 
      	 
      
	
                    12.6

                  	
                    Public
      Disclosure

                  	 
      	
                    44

                  
	 
      	 
      	 
      	 
      
	
                    12.7

                  	
                    Consents;
      Cooperation

                  	 
      	
                    44

                  
	 
      	 
      	 
      	 
      
	
                    12.8

                  	
                    Legal
      Requirements

                  	 
      	
                    45

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE XIII

                  	
                    CONDITIONS
      TO CLOSE

                  	 
      	
                    46

                  
	 
      	 
      	 
      	 
      
	
                    13.1

                  	
                    Conditions
      Precedent to the Obligation of the Parent to Close

                  	 
      	
                    46

                  
	 
      	 
      	 
      	 
      
	
                    13.2

                  	
                    Conditions
      Precedent to the Obligation of the Company to Close

                  	 
      	
                    48

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE XIV

                  	
                    POST-CLOSING
      COVENANTS

                  	 
      	
                    52

                  
	 
      	 
      	 
      	 
      
	
                    14.1

                  	
                    D&O Insurance

                  	 
      	
                    52

                  
	 
      	 
      	 
      	 
      
	
                    14.2

                  	
                    Tax
      Matters

                  	 
      	
                    53

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE XV

                  	
                    INDEMNIFICATION;
      REMEDIES

                  	 
      	
                    53

                  
	 
      	 
      	 
      	 
      
	
                    15.1

                  	
                    Survival

                  	 
      	
                    53

                  
	 
      	 
      	 
      	 
      
	
                    15.2

                  	
                    Indemnification
      by the Selling Shareholders

                  	 
      	
                    53

                  
	 
      	 
      	 
      	 
      
	
                    15.3

                  	
                    Indemnification
      by Parent

                  	 
      	
                    55

                  
	 
      	 
      	 
      	 
      
	
                    15.4

                  	
                    Third
      Party Action

                  	 
      	
                    56

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE XVI

                  	
                    TERMINATION,
      AMENDMENT AND WAIVER

                  	 
      	
                    57

                  
	 
      	 
      	 
      	 
      
	
                    16.1

                  	
                    Termination

                  	 
      	
                    57

                  
	 
      	 
      	 
      	 
      
	
                    16.2

                  	
                    Effect
      of Termination

                  	 
      	
                    58

                  
	 
      	 
      	 
      	 
      
	
                    16.3

                  	
                    Expenses
      and Termination Fees

                  	 
      	
                    58

                  
	 
      	 
      	 
      	 
      
	
                    16.4

                  	
                    Amendment

                  	 
      	
                    59

                  
	 
      	 
      	 
      	 
      
	
                    16.5

                  	
                    Extension;
      Waiver

                  	 
      	
                    59

                  


          

        

      

       

      
        
           


        

        
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                    ARTICLE XVII

                  	
                    GENERAL
      PROVISIONS

                  	 
      	
                    59

                  
	 
      	 
      	 
      	 
      
	
                    17.1

                  	
                    No
      Fractional Shares

                  	 
      	
                    59

                  
	 
      	 
      	 
      	 
      
	
                    17.2

                  	
                    Lost,
      Stolen or Destroyed Certificates

                  	 
      	
                    59

                  
	 
      	 
      	 
      	 
      
	
                    17.3

                  	
                    Withholding
      Rights

                  	 
      	
                    60

                  
	 
      	 
      	 
      	 
      
	
                    17.4

                  	
                    Notices

                  	 
      	
                    60

                  
	 
      	 
      	 
      	 
      
	
                    17.5

                  	
                    Interpretation/Definitions

                  	 
      	
                    61

                  
	 
      	 
      	 
      	 
      
	
                    17.6

                  	
                    Counterparts

                  	 
      	
                    69

                  
	 
      	 
      	 
      	 
      
	
                    17.7

                  	
                    Entire
      Agreement; Nonassignability; Parties in Interest

                  	 
      	
                    69

                  
	 
      	 
      	 
      	 
      
	
                    17.8

                  	
                    Severability

                  	 
      	
                    69

                  
	 
      	 
      	 
      	 
      
	
                    17.9

                  	
                    Remedies
      Cumulative; Specific Performance

                  	 
      	
                    69

                  
	 
      	 
      	 
      	 
      
	
                    17.10

                  	
                    Governing
      Law

                  	 
      	
                    70

                  
	 
      	 
      	 
      	 
      
	
                    17.11

                  	
                    Rules
      of Construction

                  	 
      	
                    70

                  


          

        

      


      
        
           


        

        
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      AGREEMENT
AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE

       

      This
AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE (the “Agreement”)
is made and entered into as of December 31, 2008, by and among Alpha Security
Group Corporation, a Delaware corporation (including its successors and assigns,
the “Parent” OR
“Alpha”),
Alpha Arizona Corp., an Arizona corporation, and a wholly owned subsidiary of
the Parent (“Alpha
Arizona”), Soya China Pte. Ltd., a company incorporated in Singapore
(including its successors and assigns, the “Company”
or “Target”),
Splendid International Holdings Pte. Ltd., Bright Strong Investments Limited and
Special Result Limited (BVI) (each a “Selling
Shareholder,” and together with their successors and assigns from the
date hereof until the Business Combination Effective Time (as defined in Section 6.1 below),
collectively the “Selling
Shareholders”).

       

      BACKGROUND

       

      Parent
has formed a wholly owned subsidiary, Alpha Arizona, solely for the purposes of
(1) the merger of Parent with and into Alpha Arizona pursuant to Section 253 of
the General Corporation Law of the State of Delaware (the “DGCL”), in
which Alpha Arizona will be the surviving corporation (the “Merger”),
(2) the subsequent conversion of Alpha Arizona into a Bermuda company by a
transfer of domicile pursuant to Section 10-226 of the Arizona Revised Statutes
(the “ARS”), (3)
the registration and continuation of Alpha Arizona as a Bermuda company pursuant
to Section 132C of the Bermuda Companies Act 1981 (the “Conversion”)
and (4) the Share Exchange (as defined below).  The Bermuda company
will be named such name as approved by the Target (“Alpha
Bermuda,” and together with Alpha and Alpha Arizona, the “Alpha
Parties”).

       

      The
boards of directors of each of Alpha and Alpha Arizona have declared this
Agreement advisable and approved the Transactions (as defined in Section 6.1), and
each of the boards of directors of Alpha and Alpha Arizona has adopted
resolutions approving the Merger and providing that (i) each share of common
stock of Alpha (“Common
Stock”) outstanding
immediately prior to the Merger Effective Time (as defined below) (“Alpha
Shares”) will be automatically converted at the Merger Effective Time
into one share of common stock, par value US$0.0001 per share, of Alpha Arizona
(“Alpha
Arizona Shares”); and (ii) all Warrants, Underwriter Option and other
rights to purchase an Alpha Share (“Alpha Stock
Rights,” and together with Alpha Shares, “Alpha
Securities”) will be exchanged at the Merger Effective Time for
substantially equivalent securities of Alpha Arizona (“Alpha Arizona
Stock Rights,” and together with Alpha Arizona Shares, “Alpha Arizona
Securities”).

       

      The board
of directors of Alpha Arizona has approved the Conversion, upon the terms and
subject to the conditions set forth in this Agreement, whereby upon the
Conversion Effective Time (as defined below), each outstanding Alpha Arizona
Share will be automatically converted into one ordinary share, par value
US$0.0001 per share, of Alpha Bermuda (“Alpha Bermuda
Shares”) and each Alpha Arizona Stock Right will be automatically
converted into equivalent securities of Alpha Bermuda (“Alpha Bermuda
Stock Rights,” and together with Alpha Bermuda Shares, “Alpha Bermuda
Securities”).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
Selling Shareholders are the direct owners of the number of ordinary shares of
the Company appearing opposite their names on Schedule 8.3(b)
hereto (all such shares of capital stock to be exchanged under this Agreement
are referred to as the “Target
Securities”).

       

      The board
of directors of Alpha Arizona has and Alpha Bermuda (after the Conversion) will
have approved the acquisition of the Target Securities from the Selling
Shareholders through a share exchange transaction (the “Share
Exchange”), pursuant to which Alpha Bermuda will issue to each of the
Selling Shareholders an agreed upon number of Alpha Bermuda Shares and cash in
exchange for the Target Securities held by such Selling
Shareholder.

       

      The
Merger and the Conversion require the affirmative vote of the holders of a
majority of the issued and outstanding shares of the Common Stock, and the Share
Exchange requires the affirmative vote of the holders of a majority of the
shares of Common Stock sold in the IPO voted at the meeting, provided, that the Share
Exchange will only proceed if holders of less than 35% of the shares of the
Common Stock sold in the IPO exercise their conversion rights (it being
understood that such stockholders or shareholders, as applicable, will be the
holders of a majority of the issued and outstanding Alpha Arizona Shares that
are entitled to vote immediately prior to the Conversion and the holders of a
majority of the issued and outstanding Alpha Bermuda Shares that are entitled to
vote immediately prior to the Share Exchange, since the Merger, Conversion and
Share Exchange shall happen as close to simultaneously as permitted by the
applicable Laws).

       

      The
Merger, the Conversion and the Share Exchange are part of the same integrated
transaction, such that none of the Merger, the Conversion or the Share Exchange
shall occur without the other.

       

      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

      THE
MERGER

       

      1.1           The
Merger.  At the Merger
Effective Time (as defined in Section 1.2), Alpha
will be merged with and into Alpha Arizona in accordance with Section 253 of the
DGCL and this Agreement, and the separate corporate existence of Alpha will
thereupon cease.  Alpha Arizona will be the surviving corporation in
the Merger.  The Merger will have the effects specified in the DGCL
and the ARS.

       

      1.2           Filing of
Certificate of Ownership and Merger; Merger Effective Time.  As soon as
practicable following the satisfaction or, to the extent permitted by applicable
Law, waiver of the conditions to the Closing set forth in Article XIII, if this
Agreement shall not have been terminated prior thereto as provided in Section 16.1, Alpha
and Alpha Arizona shall cause (a) a certificate of ownership and merger (the
“Certificate of
Merger”) meeting the requirements of Section 253 of the DGCL to be
properly executed and filed in accordance with the applicable requirements of
the DGCL, and (b) articles of merger (the “Articles of
Merger”) meeting the requirements of Section 10-1105 of the ARS to be
properly executed and filed in accordance with such section. The Merger shall
become effective at the time designated in the Certificate of Merger and the
Articles of Merger as the effective time of the Merger that the Parties shall
have agreed upon and designated (the “Merger Effective
Time”).  Notwithstanding the foregoing, the Parties shall
designate a time for the Merger Effective Time that will be the later of (A) the
time of filing of the Certificate of Merger with the Secretary of State of the
State of Delaware in accordance with the DGCL, and (B) the effective date and
time of approval of the Articles of Merger by the Arizona Corporation Commission
in accordance with the ARS.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      ARTICLE
II

      CONVERSION

       

      2.1           The
Conversion.  The Conversion
will take place immediately after the Merger Effective Time.  Subject
to the terms and conditions of this Agreement, at the Conversion Effective Time
(as defined in Section
2.2 below), Alpha Arizona shall convert to Alpha Bermuda in accordance
with this Agreement and shall thereupon continue its existence, without
interruption, in the organizational form of a Bermuda exempted company rather
than an Arizona corporation.  Alpha Bermuda (sometimes hereinafter
referred to as the “Surviving
Corporation”) will be the surviving corporation in the
Conversion.  The Conversion shall have the effects specified in the
relevant sections of the ARS and the Bermuda Companies Act 1981.  The
Conversion and the Share Exchange are part of the same integrated transaction,
such that neither the Conversion nor the Share Exchange shall occur without the
other.

       

      2.2           Registration
by Way of Continuation; Conversion Effective Time.  As soon as
practicable following the satisfaction or, to the extent permitted by applicable
Law, waiver of the conditions to the Closing set forth in Article XIII, if this
Agreement shall not have been terminated prior thereto as provided in Section 16.1, Alpha
Bermuda shall register by way of continuation as an exempted company under the
Bermuda Companies Act 1981 and file the relevant documents with the Arizona
Corporation Commission in accordance with the relevant sections of the
ARS.  The Conversion shall become effective upon registration by the
Registrar of Companies in Bermuda (the “Conversion
Effective Time”).

       

      ARTICLE
III

      CHARTER
DOCUMENTS, DIRECTORS AND OFFICERS OF SURVIVING CORPORATION

       

      3.1           Articles
of Incorporation of Alpha Arizona.  The Articles of
Incorporation of Alpha Arizona in effect immediately prior to the Merger
Effective Time shall be the Articles of Incorporation of Alpha Arizona, until
duly amended in accordance with applicable Law.

       

      3.2           Bylaws of
Alpha Arizona.  The bylaws of
Alpha in effect immediately prior to the Merger Effective Time shall be the
bylaws of Alpha Arizona, until duly amended in accordance with applicable
Law.

       

      3.3           Directors
of Alpha Arizona.  The directors of
Alpha immediately prior to the Merger Effective Time shall be the directors of
Alpha Arizona, until the earlier of their death, resignation or removal or until
their respective successors are duly elected and qualified, as the case may
be.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      3.4           Officers
of Alpha Arizona.  The officers of
Alpha immediately prior to the Merger Effective Time shall be the officers of
Alpha Arizona, until the earlier of their death, resignation or removal or until
their respective successors are duly elected and qualified, as the case may
be.

       

      3.5           Memorandum
of Continuance and Bye-laws of Alpha Bermuda.  The Memorandum of
Continuance and Bye-laws of Alpha Bermuda shall be as set forth substantially in
the form annexed hereto as Exhibit
A.  The Memorandum of Continuance and Bye-laws shall, by
resolution of Alpha Arizona shareholder(s) and/or directors, be effective upon
the Conversion Effective Time.

       

      3.6           Directors
of Alpha Bermuda.  The directors of
Alpha Arizona immediately prior to the Conversion Effective Time shall continue
as the directors of Alpha Bermuda, until the earlier of their death, resignation
or removal or until their respective successors are duly elected and qualified,
as the case may be.  Notwithstanding the foregoing, commencing on the
Closing Date, the board of directors of the Surviving Corporation (the “Combined
Board”) shall be established as provided for in Section 11.10
hereof.

       

      3.7           Officers
of Alpha Bermuda.  The officers of
Alpha Arizona immediately prior to the Conversion Effective Time shall continue
as the officers of Alpha Bermuda, until the earlier of their death, resignation
or removal or until their respective successors are duly elected and qualified,
as the case may be.  Notwithstanding the foregoing, commencing on the
Closing Date, the officers of Alpha Bermuda shall be appointed by the Combined
Board.

       

      ARTICLE
IV

      CONVERSION
AND EXCHANGE OF SECURITIES

       

      4.1           Conversion
of Stock in the Merger.  At the Merger
Effective Time, by virtue of the Merger and without any action on the part of
the holder of any shares:

       

      (a)           Conversion
of Alpha Shares.  Each share of
Common Stock issued and outstanding immediately prior to the Merger Effective
Time shall be automatically converted into one validly issued, fully paid and
non-assessable Alpha Arizona Share to be delivered by Alpha Arizona in
accordance with Section 4.3
below.

       

      (b)           Cancellation
of Alpha Arizona Shares Owned by Alpha.  Each issued and
outstanding Alpha Arizona Share that is owned by Alpha immediately prior to the
Merger Effective Time shall automatically be cancelled and retired and shall
cease to exist, and no consideration shall be delivered or deliverable in
exchange therefor.

       

      (c)           Alpha
Stock Rights Become Alpha Arizona Stock Rights.  All Alpha Stock
Rights then outstanding shall remain outstanding and shall be assumed by Alpha
Arizona and thereafter become Alpha Arizona Stock Rights.  Each Alpha
Stock Right by virtue of becoming an Alpha Arizona Stock Right shall be
exercisable upon the same terms and conditions as in effect immediately prior to
the Merger, except that upon the exercise of such Alpha Arizona Stock Rights,
Alpha Arizona Shares shall be issuable in lieu of Alpha Shares.  The
number of Alpha Arizona Shares issuable upon the exercise of an Alpha Arizona
Stock Right immediately after the Merger Effective Time and the exercise price
of each such Alpha Arizona Stock Right shall be the same number of shares and
price as in effect immediately prior to the Merger Effective
Time.  All Alpha Arizona Stock Rights shall entitle the holder thereof
to purchase Alpha Arizona Shares in accordance with the terms of the documents
governing the Alpha Arizona Stock Rights.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      4.2           Conversion
of Securities in the Conversion.  At the Conversion
Effective Time, by virtue of the Conversion and without any action on the part
of the holder of any shares:

       

      (a)           Conversion
of Alpha Arizona Shares.  Except as set
forth in Section
4.1(b) above, each issued and outstanding Alpha Arizona Share shall be
automatically converted into one validly issued, fully paid and non-assessable
Alpha Bermuda Share in accordance with Section
4.3.

       

      (b)           Conversion
of Alpha Arizona Stock Rights.  All Alpha Arizona
Stock Rights then outstanding shall remain outstanding and thereafter be Alpha
Bermuda Stock Rights.  Each Alpha Arizona Stock Right by virtue of
becoming an Alpha Bermuda Stock Right shall be exercisable upon the same terms
and conditions as in effect immediately prior to the Conversion, except that
upon the exercise of such Alpha Bermuda Stock Rights, Alpha Bermuda Shares shall
be issuable in lieu of Alpha Arizona Shares.  The number of Alpha
Bermuda Shares issuable upon the exercise of an Alpha Bermuda Stock Right
immediately after the Conversion Effective Time and the exercise price of each
such Alpha Bermuda Stock Right shall be the same number of shares and price as
in effect immediately prior to the Conversion Effective Time.  All
Alpha Bermuda Stock Rights shall entitle the holder thereof to purchase Alpha
Bermuda Shares in accordance with the terms of the documents governing the Alpha
Bermuda Stock Rights.

       

      4.3           Certificates
Representing Alpha Securities.

       

      (a)           From
and after the Merger Effective Time, all of the certificates which immediately
prior to that time represented outstanding Alpha Securities (the “Certificates”)
shall be deemed for all purposes to evidence ownership of, and to represent, the
Alpha Arizona Securities into which the Alpha Securities represented by such
Certificates have been converted as herein provided.  No certificates
for Alpha Arizona Securities will be issued as a result of the Merger and no
holder of record of any Certificates shall be entitled to surrender any
Certificate for cancellation to Alpha Arizona or its transfer agent in exchange
for a certificate representing that number of Alpha Arizona Securities which
such holder has the right to receive pursuant to the provisions of this Article
IV.  The registered owner on the books and records of Alpha or
its transfer agent of any such Certificate shall have and be entitled to
exercise any voting and other rights with respect to and to receive any dividend
and other distributions upon the Alpha Arizona Securities evidenced by such
Certificate as above provided.

       

      (b)           From
and after the Conversion Effective Time, all of the outstanding Certificates
shall be deemed for all purposes to evidence ownership of, and to represent, the
Alpha Bermuda Securities into which the Alpha Arizona Securities represented by
such Certificates have been converted as herein provided.  The holders
of those Certificates representing Alpha Bermuda Shares shall be entitled to be
entered on the register of members of Alpha Bermuda as holders of that number of
Alpha Bermuda Shares represented by the Certificates.  The registered
owner from time to time entered in the register of members of Alpha Bermuda
shall have and be entitled to exercise any voting and other rights with respect
to and to receive any dividend and other distributions upon the Alpha Bermuda
Securities evidenced by such Certificate as above provided.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (c)           At
or after the Merger Effective Time, there shall be no transfers on the stock
transfer books of Alpha of the Alpha Securities which were outstanding
immediately prior to the Merger Effective Time.  At or after the
Conversion Effective Time, there shall be no transfers on the stock transfer
books of Alpha Arizona of the Alpha Arizona Securities which were outstanding
immediately prior to the Conversion Effective Time.  If, after the
Merger Effective Time but prior to the Conversion Effective Time, Certificates
are presented to the Surviving Corporation or its transfer agent, the presented
Certificates shall be cancelled and exchanged after the Conversion Effective
Time for certificates for Alpha Bermuda Securities deliverable in respect
thereof pursuant to this Agreement in accordance with the procedures set forth
in this Article
IV.  If, after the Conversion Effective Time, Certificates are
presented to Alpha Bermuda or its transfer agent, the presented Certificates
shall be cancelled and exchanged for certificates for Alpha Bermuda Securities
deliverable in respect thereof pursuant to this Agreement in accordance with the
procedures set forth in this Article
IV.

       

      (d)           Following
the Conversion Effective Time, each holder of record of one or more Certificates
may, but shall not be required to, surrender any Certificate for cancellation to
Alpha Bermuda or its transfer agent, and the holder of such Certificate shall be
entitled to receive in exchange therefor a certificate representing that number
of Alpha Bermuda Securities which such holder will hold pursuant to the
provisions of this Article IV and be
entitled to be entered on the register of members of Alpha Bermuda as the holder
of that number of Alpha Bermuda Shares represented by the Certificate and the
Certificate so surrendered shall forthwith be cancelled. In the event of a
transfer of ownership of Alpha Securities which is not registered in the
transfer records of Alpha or a transfer of ownership of Alpha Arizona Securities
which is not registered in the transfer records of Alpha Arizona, a certificate
representing the proper number of Alpha Bermuda Securities may be issued to such
a transferee if the Certificate representing such Alpha Securities or Alpha
Arizona Securities is presented to Alpha Bermuda or its transfer agent,
accompanied by all documents required to evidence and effect such transfer and
to evidence that any applicable stock transfer taxes have been
paid.

       

      4.4           Effect of
the Conversion.  At the Conversion
Effective Time, the effect of the Conversion shall be as provided in this
Agreement and the applicable provisions of ARS and the Companies Act 1981 of
Bermuda.  Without limiting the generality of the foregoing, and
subject thereto, at the Conversion Effective Time, all the property, rights,
privileges, agreements, powers and franchises, debts, liabilities, duties and
obligations of Alpha Arizona shall become the property, rights, privileges,
agreements, powers and franchises, debts, liabilities, duties and obligations of
Alpha Bermuda, including any and all agreements, covenants, duties and
obligations of Alpha Arizona set forth in this Agreement to be performed after
the Closing, and all securities of Alpha Bermuda issued and outstanding as a
result of the Conversion under Section 4.2 hereof
shall be quoted on the NYSE Alternext US LLC (“Alternext”),
or such other public trading market on which the Alpha Bermuda Shares may be
trading at such time.

       

      
        
          
          

        

        
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      ARTICLE
V

      SHARE
EXCHANGE

       

      5.1           Share
Exchange.

       

      (a)           The
Share Exchange will take place immediately after the Conversion Effective
Time.  Upon the terms and subject to the conditions hereof, at the
Closing, each Selling Shareholder shall sell, transfer, convey, assign and
deliver to Alpha Bermuda free and clear of all Liens, all of the right, title
and interest of such Selling Shareholder in and to the Target Securities
appearing opposite the name of such Selling Shareholder set forth
below.  In exchange for such Target Securities, Alpha Bermuda shall
(A) subject to Section 5.2
sell, issue and deliver to each Selling Shareholder at the Closing the number of
Alpha Bermuda Shares (the “Initial Equity
Payment”) appearing opposite the name of such Selling Shareholder set
forth below:

      


      
        
          
            
              
                
                  
                    
                      	
                              Shareholder

                            	 	
                              Company
      Shares before

                              Business
      Combination

                            	 	 	
                              Alpha
      Bermuda Shares

                            	 
	
                              Splendid
      International Holdings Pte. Ltd.

                            	 	 	6,645	 	 	 	4,136,492	 
	
                              Bright
      Strong Investments Limited

                            	 	 	535	 	 	 	453,804	 
	
                              Special
      Result Limited (BVI)

                            	 	 	3,784	 	 	 	1,709,704	 
	
                              Total

                            	 	 	10,964	 	 	 	6,300,000	 


                    

                  

                

              

            

          

        

      

       

      plus (B)
pay a cash amount at the Closing to each Selling Shareholder determined as
follows:

       

      


      
        
          
            
              
                
                  
                    	
                            Shareholder

                          	 	
                            Cash
      Amount

                          	 
	
                            Splendid
      International Holdings Pte. Ltd.

                          	 	$	15,000,000	 
	
                            Bright
      Strong Investments Limited

                          	 	 	-	 
	
                            Special
      Result Limited (BVI)

                          	 	$	15,000,000	 
	
                            Total

                          	 	 	30,000,000	 


                  

                

              

            

          

        

      

       

      plus (C)
deliver to each Selling Shareholder the additional consideration, as described
in Section
5.3.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      5.2           Escrow of
Shares.  Concurrent with the Share Exchange, 3.15 million of
the Initial Equity Payment (pro rata in proportion to each Selling Shareholder’s
distribution of Initial Equity Payment set forth in Section 5.1(a) above)
that were to be exchanged pursuant to Section 5.1(a)
above (“Escrowed
Shares”), accompanied by share transfers duly endorsed in blank, shall be
delivered into an escrow account and subject to release pursuant to the terms of
an escrow agreement (the “Escrow
Agreement”) providing, among other things, as follows:  (i) 50%
of the Escrowed Shares will be released to the holders in Section 5.1(a) above,
if the Adjusted Net Income for fiscal year 2008 is at least $12.8 million; and
(ii) the balance of the Escrowed Shares will be released if the Adjusted Net
Income (as defined below) for fiscal year 2009 is at least $17.2 million
(collectively, the “Thresholds”).  The
Escrow Agreement shall further provide that during the escrow period, the
Selling Shareholders shall have the right to vote such shares, but shall have no
right to sell, or otherwise transfer them, except in accordance with the Laws of
descent or distribution or by operation of law, in which case such transferees
will agree to become a party to the Lock-Up Agreement, Escrow Agreement and
Voting Agreement.  In the event that either or both of the Thresholds
are not attained, the Escrowed Shares for the particular year at issue shall be
released from escrow and be repurchased by Alpha Bermuda for an aggregate
consideration of US $1.00  and then retired and
cancelled.  For purposes of this Agreement, “Adjusted Net
Income” means net income as calculated in the preparation of, and
disclosed in, Alpha Bermuda’s consolidated audited financial statements (or the
Company’s consolidated audited financial statement if the period in question
ends prior to the Closing Date) for the period at issue, pursuant to the
accounting standard then applicable to Alpha Bermuda, and excluding the
following:  (i) any liabilities or deferred liabilities of or related
to Parent prior to the Business Combination; (ii) any expenses relating to or
resulting from being a company listed on a U.S. stock exchange and subject to
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); (iii) any expenses relating to or resulting from any share
issuance or cash payments contemplated in this Agreement or pursuant to the
capital structure of Parent prior to the Closing Date (including the Deferred
Stock Payments, the release of any Escrowed Shares, or the payment of warrant
exercise proceeds pursuant to Section 11.5 hereof);
(iv) any expenses due to actions required by or contemplated in this Agreement
(including the D&O tail insurance that Alpha Bermuda will purchase pursuant
to Section 14.1
hereof); provided, however, that the
calculation should not exclude the costs of the Employment Agreements; (v) any
expenses related to the structuring, negotiation or completion of the
transactions contemplated by this Agreement; (vi) any liabilities related to or
resulting from any action taken by Alpha to amend its Certificate of
Incorporation, including but not limited to U.S. securities law liabilities; and
(vii) any liabilities related to or resulting from Alpha’s actions in
negotiating potential acquisitions of any company other than the Target.
Furthermore, if the Surviving Corporation is materially adversely affected as a
direct result of (a) fire or explosion to the Company’s premises (not covered by
insurance), or (b) labor dispute with its employees, flood, earthquake, acts of
war, terrorism, or civil disturbance within the PRC during fiscal year 2009, and
such material adverse effect was the sole and direct cause for the Adjusted Net
Income for fiscal year 2009 to not reach the Threshold, the Escrow Agreement
shall provide that the remaining Escrowed Shares shall be held in escrow for one
more year and if the Threshold for fiscal year 2009 was achieved in fiscal year
2010, the remaining Escrowed Shares shall be released to the Selling
Shareholders upon such achievement.

       

      5.3           Deferred
Stock Payment. In accordance with this
Section 5.3,
each Selling Shareholder shall be entitled to receive deferred share payments
contingent upon the achievement by Alpha Bermuda of the amounts of Adjusted Net
Income set forth below (the “Deferred Stock
Payments”):

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (a)           an
additional 1 million newly issued Alpha Bermuda Shares solely and exclusively
upon Alpha Bermuda earning Adjusted Net Income of at least U.S. $19.5 million
during the fiscal year ending December 31, 2009, to be allocated among the
Selling Shareholders as follows: Splendid International Holdings Pte. Ltd.
(63.23%); Bright Strong Investments Limited (6.08%); and Special Result Limited
(BVI) (30.69%) (the “Percentage
Allocations”).  Subject to Section 5.3(i),
the applicable Deferred Stock Payment set forth in this Section 5.3(a)
shall be issued and delivered to the Selling Shareholders on or prior to the
first anniversary of the Closing.

       

      (b)           an
additional 2 million newly issued Alpha Bermuda Shares solely and exclusively
upon Alpha Bermuda earning Adjusted Net Income of at least U.S. $26 million
during the fiscal year ending December 31, 2010, to be allocated among the
Selling Shareholders in accordance with their respective Percentage
Allocations.  Subject to Section 5.3(i),
the applicable Deferred Stock Payment set forth in this Section 5.3(b)
shall be issued and delivered to the Selling Shareholders on or prior to the
second anniversary of the Closing.

       

      (c)           an
additional 3 million newly issued Alpha Bermuda Shares solely and exclusively
upon Alpha Bermuda earning Adjusted Net Income of at least U.S. $34 million
during the fiscal year ending December 31, 2011, to be allocated among the
Selling Shareholders in accordance with their respective Percentage
Allocations.  Subject to Section 5.3(i),
the applicable Deferred Stock Payment set forth in this Section 5.3(c)
shall be issued and delivered to the Selling Shareholders on or prior to the
third anniversary of the Closing.

       

      (d)           Notwithstanding
the foregoing, the issuance by Alpha Bermuda of any Deferred Stock Payments
shall be contingent upon there being no breach of the Employment Agreements (as
defined in Section
11.6 below) that has had or would have a material adverse effect on Alpha
Bermuda’s business, taken as a whole.

       

      (e)           All
Alpha Bermuda Shares issued pursuant to this Section 5.3
shall be duly authorized, fully paid and nonassessable and issued in compliance
with all applicable foreign, federal and state securities laws.

       

      (f)           All
Alpha Bermuda Shares issued pursuant to this Section 5.3 shall be
subject to any lock-up, voting or similar agreement, including the Lock-Up
Agreement, including the restrictions on transfer therein set forth, that each
Selling Shareholders may be a party to at the time of its receipt of any Alpha
Bermuda Shares hereunder.

       

      (g)           The
number of Alpha Bermuda Shares to be issued in this Section 5.3
shall be adjusted for any share subdivision or consolidation, bonus issue, stock
split, reverse stock split, stock dividend, reclassification, recapitalization,
merger or consolidation or like capital adjustment affecting the Alpha Shares,
Alpha Arizona Shares or Alpha Bermuda Shares.

       

      (h)           Objections.

       

      (i)           Deferred Stock Payment
Statement.  Within 45 days after the end of each period set
forth in Section 5.3(a), (b) and
(c), Alpha Bermuda shall prepare and furnish to the Selling Shareholders
a calculation of the Adjusted Net Income applicable to such period(each, a
“Proposed
Deferred Stock Payment Statement” and, in its final and binding form
after resolution of any disputes pursuant to Section 5.3(h)(iii),
an “Actual
Deferred Stock Payment Statement”).

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (ii)           The
Selling Shareholders shall have a period of 30 days (the “Objection
Period”) after delivery of each Proposed Deferred Stock Payment Statement
in which to provide written notice to Alpha Bermuda of any objections thereto
(the “Objection
Notice”), setting forth in detail the basis for such
objection.  Such Proposed Deferred Stock Payment Statement shall be
deemed to be accepted by the Selling Shareholders, and shall become final and
binding on the parties, on the later of the expiration of the Objection Period
or the date on which all objections have been resolved by the
parties.  If the Selling Shareholders and Alpha Bermuda do not resolve
any dispute arising in connection with the calculation of the Proposed Deferred
Stock Payment Statement, such dispute shall be resolved in accordance with the
procedures set forth in Section 5.3(h)(iii).  Each
portion of the Deferred Stock Payment to be issued by Alpha Bermuda shall be
issued within five Business Days after the applicable Proposed Deferred Stock
Payment Statement has been finalized.

       

      (iii)           Resolution of
Disputes.  If Alpha Bermuda and the Selling Shareholders have
not been able to resolve a dispute within 30 days after the date of delivery of
an Objection Notice (which 30-day period may be extended by written agreement of
Alpha Bermuda and the Selling Shareholders), either party may submit such
dispute to, and such dispute shall be resolved fully, finally and exclusively
through the use of, an independent accounting firm selected by the Combined
Board (the “Auditor”).  If
the Auditor is not willing to serve as an independent accounting firm for this
purpose, then another independent international accounting firm (the “Alternate
Accounting Firm”) shall be selected to serve as such by mutual agreement
of Alpha Bermuda and the Selling Shareholders.  If Alpha Bermuda and
the Selling Shareholders cannot mutually agree on the identity of the Alternate
Accounting Firm within 15 days following expiration of the Objection Period,
such dispute shall be resolved fully and finally in Singapore by an arbitrator
with significant accounting experience selected pursuant to, and an arbitration
governed by, the UNCITRAL Arbitration Rules of 1976.  The fees and
expenses of the Auditor, the Alternate Accounting Firm or the arbitrator (the
“Reviewing
Party”) incurred in the resolution of such dispute shall be borne by the
parties in such proportion as is appropriate to reflect the relative benefits
received by Alpha Bermuda and the Selling Shareholders from the resolution of
the dispute.  Any arbitration proceeding shall be commenced within 60
days of the date of delivery of the Objection Notice or such other date as
specified by Alpha Bermuda and the Selling Shareholders in
writing.  The Reviewing Party shall determine (and written notice
thereof shall be given to Alpha Bermuda and the Selling Shareholders) as
promptly as practicable, based solely on written submissions detailing the
disputed items and forwarded to it, (x) whether the Proposed Deferred Stock
Payment Statement, and the resulting Deferred Stock Payment was prepared in
accordance with the terms of this Agreement or, alternatively, (y) only
with respect to the disputed items submitted to the Reviewing Party, whether and
to what extent (if any) the Proposed Deferred Stock Payment Statement and/or the
resulting Deferred Stock Payment require adjustment and a written explanation in
reasonable detail of each such required adjustment, including the basis
therefor.  All negotiations pursuant to this Section 5.3(h)(iii)
shall be treated as compromise and settlement negotiations for purposes of
Rule 408 of the Federal Rules of Evidence and comparable foreign and state
rules of evidence, and all negotiations, submissions to the Reviewing Party, and
arbitration proceedings under this Section 5.3(h)(iii)
shall be treated as confidential information.  The Reviewing Party
shall be bound by a mutually agreeable confidentiality agreement.  The
procedures of this Section 5.3(h)(iii)
are exclusive and, except as set forth below, the determination of the Reviewing
Party shall be final and binding on the parties.  The decision
rendered pursuant to this Section 5.3(h)(iii)
may be filed as a judgment in any court of competent
jurisdiction.  Either party may seek specific enforcement or take
other necessary legal action to enforce any decision under this Section 5.3(h)(iii).  The
other party’s only defense to such a request for specific enforcement or other
legal action shall be fraud by or upon the Reviewing Party.  Absent
such fraud, such other party shall reimburse the party seeking enforcement for
its expenses related to such enforcement.

       

      
        
          
          

        

        
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      (i)           Sale of Alpha
Bermuda.  Alpha Bermuda shall cause any subsequent purchaser in
a Sale of the Business (as defined below) to execute a written assumption of the
obligations of Alpha Bermuda, under the terms and conditions, set forth in this
Section 5.3.  For
purposes of this Agreement, “Sale of the
Business” means any transaction or series of related transactions
(whether structured as a stock sale, amalgamation, merger, consolidation,
reorganization, asset sale, joint venture or otherwise) which results in the
sale or transfer to an unaffiliated third party or group of third parties acting
together of (A) all or substantially all of the assets of Alpha Bermuda or (B)
beneficial ownership of a majority of the issued and outstanding share capital
of Alpha Bermuda.  Alpha Bermuda shall provide prompt written notice
to the Selling Shareholders upon the consummation of a Sale of the
Business.

       

      ARTICLE
VI

      THE
CLOSING

       

      6.1           Closing.  The Closing (the
“Closing”
or the “Business
Combination Effective Time”) of the Merger, Conversion, Share Exchange
(together, the “Business
Combination”) and the other transactions contemplated hereby (the “Transactions”)
shall take place at the offices of Loeb & Loeb LLP in New York, New York
commencing at 9:00 a.m. local time no later than the third Business Day
following the satisfaction or waiver of all conditions and obligations of the
parties to consummate the Transactions contemplated hereby (other than
conditions and obligations with respect to the actions that the respective
Parties will take at Closing), or on such other date and at such other time as
the Parties may mutually determine (the “Closing
Date”).

       

      6.2           Deliveries
of the Parties.  At the Closing,
(i) the Selling Shareholders shall deliver to the Alpha Parties certificates
representing in the aggregate the right, title and interest in and to all the
outstanding Target Securities free and clear of all Liens, (ii) the Selling
Shareholders shall deliver to the Alpha Parties a copy of resolutions of the
board of directors of each such respective entity authorizing the transfer of
such Target Securities owned by it, (iii) the Target shall deliver to the Alpha
Parties a duly certified copy of the updated register of members of the Target
reflecting the acquisition by Alpha Bermuda of the Target Securities, and (iv)
Alpha Bermuda shall deliver to the Selling Shareholders duly certified copies of
(a) the register of members of Alpha Bermuda reflecting the issuance of the
Initial Equity Payment to the Selling Shareholders; (b) the constitutional
documents of Alpha Bermuda including its Certificate of Continuance, Memorandum
of Continuance and Bye-laws; (c) the Certificate of Deposit of Memorandum of
Increase of Share Capital showing sufficient authorized share capital for the
Conversion, Share Exchange and Deferred Stock Payments; (d) the Register of
Directors and Officers, and shall also deliver to the Selling Shareholders the
cash consideration specified in Section 5.1
above.

       

      6.3           Further
Assurances.  Subject to the
terms and conditions of this Agreement, at any time or from time to time after
the Closing, each of the parties shall execute and deliver such other documents
and instruments, provide such materials and information and take such other
actions as may be commercially reasonable, to the extent permitted by Law, to
fulfill its obligations under this Agreement and to effectuate and consummate
the Transactions.

       

      
        
          
          

        

        
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      ARTICLE
VII

      REPRESENTATIONS
AND WARRANTIES OF THE SELLING SHAREHOLDERS

       

      Each
Selling Shareholder, severally but not jointly, represents and warrants to the
Alpha Parties as of the date hereof and as of the Closing as
follows:

       

      7.1           Good
Title.  Such Selling
Shareholder is the registered and beneficial owner of the Target Securities
appearing opposite its name on Schedule 8.3(b) and
has good and marketable title to the Target Securities, with the right and
authority to sell and deliver such Target Securities.  Upon delivery
of any certificate or certificates duly assigned, representing the same as
herein contemplated and/or upon registering of Alpha Bermuda as the new owner of
such Target Securities in the share register of the Target, Alpha Bermuda will
receive good title to such Target Securities, free and clear of all
Liens.

       

      7.2           Organization
and Standing.  Such Selling
Shareholder is duly organized, validly existing and in good standing (or such
analogous concept as shall be applicable in the relevant jurisdiction) under the
Laws of its jurisdiction of incorporation or establishment.

       

      7.3           Authority;
Execution and Delivery; Enforceability.  Such Selling
Shareholder has all requisite corporate power and authority to execute and
deliver this Agreement and the Ancillary Agreements to which it is a party and
to consummate the Transactions contemplated hereby and thereby.  The
execution and delivery by such Selling Shareholder of this Agreement and the
consummation by them of the Transactions have been duly authorized and no other
corporate proceedings on the part of any such entities are necessary to
authorize this Agreement and the Transactions.  All action, corporate
and otherwise, necessary to be taken by each such Selling Shareholder to
authorize the execution, delivery and performance of this Agreement, the
Ancillary Agreements and all other agreements and instruments delivered by such
Selling Shareholder in connection with the Transactions has been duly and
validly taken. This Agreement and the Ancillary Agreements to which any such
Selling Shareholder is a party have been duly executed and delivered by such
party and constitute the valid, binding, and enforceable obligation of each of
them, enforceable in accordance with their terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or similar Laws of general application now or hereafter in
effect affecting the rights and remedies of creditors and by general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or
in equity).

       

      7.4           No
Conflicts.  The execution and
delivery of this Agreement or any of the Ancillary Agreements contemplated
hereby by such Selling Shareholder and the consummation of the Transactions and
compliance with the terms hereof and thereof will not conflict with, or result
in any material violation of or material 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 material obligation or to loss of a material
benefit under, or result in the creation of any material Lien upon any of the
assets and properties of the Target or any of its subsidiaries under any
provision of the articles of incorporation or bylaws or corresponding governing
documents of the Target or any of its subsidiaries.


      
        
           


        

        
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    7.5        
Consents
and Approvals.  No consent,
approval, license, permit, order or authorization of, or registration,
declaration or filing with (“Selling
Shareholders’
Required Approvals”) any third party or any Governmental Authority is
required to be obtained or made by or with respect to such Selling Shareholder,
in connection with the execution, delivery and performance of this Agreement or
the consummation of the Transactions, other than those that are made or obtained
by the Closing.

     

    7.6        
 Access to
Information.  Such Selling
Shareholder has been supplied with or has had sufficient access to all
information, including financial statements and other financial information of
Alpha Bermuda.

     

    7.7       
  Intent;
Accredited Investor; Non-U.S. Person.  Such Selling
Shareholder has been advised that the offer and sale of Alpha Bermuda Shares has
not been registered under the under the Securities Act of 1933, as amended (the
“Securities
Act”) or any other securities laws and, therefore, may not be resold
unless they are registered under the Securities Act and applicable securities
laws or unless an exemption from such registration requirements is
available.  Such Selling Shareholder has not been formed solely for
the purpose of making this investment and is purchasing the Alpha Bermuda Shares
to be acquired by it hereunder for its own account for investment, not as a
nominee or agent, and not with a view to, or for resale in connection with, the
distribution thereof.  Such Selling Shareholder represents that it is
either (a) an “accredited investor” as such term is defined in Rule 501 of
Regulation D, promulgated under the Securities Act, or (b) not a “U.S. Person”
as defined in Rule 902 of Regulation S promulgated under the Securities
Act.

     

    7.8       
  Accuracy
of Representations.  Such Selling
Shareholder understands that the Alpha Bermuda Shares are being and will be sold
in reliance on an exemption from the registration requirements of federal and
state securities laws, and that Alpha Bermuda is relying upon the truth and
accuracy of the representations, warranties, agreements, acknowledgments and
understandings of such Selling Shareholder set forth in this Article VII in
order to determine the applicability of such exemptions and the suitability of
such Selling Shareholder to purchase the Alpha Bermuda Shares.  The
representations, warranties and agreements contained herein are true and correct
as of the date hereof and may be relied upon by Alpha Bermuda, and such Selling
Shareholder will notify Alpha Bermuda immediately of any material adverse change
in any such representations and warranties which may occur prior to the
Closing.

     

    7.9       
  Transfer
Restrictions.  All offers and
sales of the Alpha Bermuda Shares issued pursuant to Article V above prior to
the registration of the Alpha Bermuda Shares under the Securities Act or
pursuant to an exemption from registration under the Securities Act shall be
made only pursuant to such a registration or such exemption from
registration.


     

    7.10  
      Legends.  Such Selling
Shareholder agrees that the certificates representing the Alpha Bermuda Shares
issued pursuant to Article V above shall contain a legend to the following
effect:

     

    
      
        
        

      

      
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    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER OR AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY
THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.

     

    7.11        Opinion.  Such Selling
Shareholder will not transfer any or all of the Alpha Bermuda Shares issued to
such Selling Shareholder pursuant to Article V above absent an effective
registration statement under the Securities Act and applicable state securities
law covering the disposition of such Selling Shareholder’s Alpha Bermuda Shares,
without first providing Alpha Bermuda with an opinion of counsel (which counsel
and opinion are reasonably satisfactory to Alpha Bermuda) to the effect that
such transfer will be exempt from the registration and the prospectus delivery
requirements of the Securities Act and the registration or qualification
requirements of any applicable U.S. state securities laws.

     

    7.12        Restriction
on Disposal of Shares.  As a condition to
the closing of the transactions contemplated by this Agreement, each Selling
Shareholder shall execute a lock-up agreement (the “Lock-Up
Agreement”) reasonably agreed to by the Parent and the Selling
Shareholders, whereby each shall agree that until the one-year anniversary of
the Closing, each Selling Shareholder shall not directly or indirectly offer,
sell, contract to sell, gift, exchange, assign, pledge or otherwise encumber or
dispose of any Alpha Bermuda Shares received by such Selling Shareholder in
connection with this Agreement on the Closing Date, including any Escrowed
Shares, (or enter into any transaction which is designed to, or might reasonably
be expected to, result in the disposition, (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise) by the
Selling Shareholders or any affiliate of the Selling Shareholders, or any person
in privity with Selling Shareholders or any affiliate of the Selling
Shareholders, directly or indirectly, including the establishment or increase in
a put equivalent position or liquidation or decrease in a call equivalent
position within the meaning of Section 16 of the Exchange Act and the rules
and regulations of the Securities and Exchange Commission (the “SEC”)
promulgated thereunder (each of the foregoing referred to as a “Disposition”).  Additional
terms and conditions relating to the Disposition of the Alpha Bermuda Shares
received by the Selling Shareholders pursuant to this Agreement are set forth in
the Lock-Up Agreement.  The foregoing restriction is intended to
preclude the Selling Shareholders from engaging in any hedging transaction,
which is designed to or is reasonably expected to lead to or result in such a
Disposition during such periods even if the relevant Alpha Bermuda Shares would
be disposed of by someone other than the Selling Shareholders.

     

    
      
        
        

      

      
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    ARTICLE
VIII

    REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

     

    In this
Agreement, any reference to a “Material Adverse
Effect” (a) with respect to the Company means any event, change or effect
that has had a materially adverse effect to (A) the condition (financial or
otherwise), properties, assets, liabilities, business, operations or results of
operations of the Company and its subsidiaries, taken as a whole; except for, any event, change
or effect resulting from or arising out of or in connection with (i) changes in
general economic, industry or market conditions, in each case that do not have a
disproportionate effect on the Company relative to other Persons in the
industry, (ii) changes in applicable Laws that do not have a disproportionate
effect on the Company relative to other Persons in the industry, or (iii)
changes arising in connection with earthquakes, hostilities, acts of war,
sabotage or terrorism or military actions or any escalation or material
worsening of any such hostilities, acts of war, sabotage or terrorism or
military actions existing or underway as of the date hereof; or (B) the ability
of Company to perform its obligations under, or to consummate the transactions
contemplated by this Agreement; and (b) with respect to Parent means any event,
change or effect that has had a materially adverse effect to (i) the condition
(financial or otherwise), properties, assets, liabilities, business, operations
or results of operations of such person and its subsidiaries, taken as a whole;
or (ii) the ability of Parent to perform its obligations under, or to consummate
the transactions contemplated by, this Agreement.

     

    In this
Agreement, any reference to the Company’s “knowledge”
means the actual knowledge after reasonable inquiry of Zhao Guangchun and Zhang
Jinguo, the Company’s executive directors (the “Knowledge
Persons”).

     

    Except as
set forth in the disclosure schedule delivered by the Company to Parent
concurrently with the execution of this Agreement (the “Company
Disclosure Schedule”), the Company hereby represents and warrants to
Parent, as of the date of this Agreement, as follows:


    
      
         


      

      
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    8.1          Organization,
Standing and Power; Key Operating Agreements.

     

    (a)          The
Company and each of the entities listed on Schedule 8.1(a)  of
the Company Disclosure Schedule (the “Subsidiaries”),
is a corporation duly organized, validly existing and in good standing, and no
certificates of dissolution have been filed under the Laws of their respective
jurisdictions of organization.  Each of the Company and its
Subsidiaries has all requisite authority and power (corporate and other),
governmental licenses, authorizations, consents and approvals to carry on their
respective businesses as presently conducted and to own, hold and operate their
respective properties and assets as now owned, held and operated, except where
the failure to be so organized, existing and in good standing or to have such
authority and power, governmental licenses, authorizations, consents or
approvals would not have a Material Adverse Effect.  The Company has
delivered or made available to Parent a true and correct copy of the Memorandum
and Articles of Association of the Company and the organizational documents of
each of the Subsidiaries, each as amended to date.  Neither the
Company nor any of the Subsidiaries is in violation of any of the provisions of
its respective MOA, bylaws or equivalent organizational documents.

     

    (b)          Attached
hereto on Schedule 8.1(b)  of
the Company Disclosure Schedule are true and correct copies of each of the
Company’s key material agreements, vital to its operations and the lack of which
will have a Material Adverse Effect on the Company (each a “Key Operating
Agreement”).  Each Key Operating Agreement is a legal, valid
and binding agreement, enforceable against each of the parties thereto in
accordance with its terms, and is in full force and effect.  To the
Company’s knowledge, none of the parties to any Key Operating Agreement is in
breach or default thereunder.  To the Company’s knowledge, no event
has occurred or circumstance exists that (with or without notice or lapse of
time), would (i) contravene, conflict with or result in a violation or breach
of, or become a default or event of default under, any provision of any Key
Operating Agreement or (ii) permit the Company or any other party to any Key
Operating Agreement the right to declare a default or exercise any remedy under,
or to accelerate the maturity or performance of, or to cancel, terminate or
modify, any Key Operating Agreement.  The Company has not received
written notice of the pending or threatened cancellation, revocation or
termination of any Key Operating Agreement and there are no renegotiations of,
or attempts to renegotiate, or outstanding rights to renegotiate any material
terms of any Key Operating Agreement.

     

    8.2          Subsidiaries.  Except for the
Subsidiaries, and those entities set forth on Schedule 8.2,
the Company does not directly or indirectly own any equity or similar interest
in, or any interest convertible or exchangeable or exercisable for, any equity
or similar interest in, any corporation, partnership, joint venture or other
business association or entity.  The Company is the direct or indirect
owner of all outstanding shares of capital stock of each of its subsidiaries and
all such shares are duly authorized, validly issued, fully paid and
nonassessable.  All of the outstanding shares of capital stock of each
such subsidiary are owned by the Company free and clear of all Liens, charges,
claims or encumbrances or rights of others.  Except as set forth in
Schedule 8.2,
there are no outstanding subscriptions, options, warrants, puts, calls, rights,
exchangeable or convertible securities or other commitments or agreements of any
character relating to the issued or unissued capital stock or other securities
of any such subsidiary, or otherwise obligating the Company or any such
subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any
such securities.


    
      
         


      

      
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    8.3          Capital
Structure.

     

    (a)           The
issued and fully paid share capital of the Company consists of Singapore Dollars
$10,384,870, of which there are issued and outstanding 10,964 ordinary shares.
All outstanding Target Securities are duly authorized, validly issued, fully
paid and non-assessable and are free of any Liens or encumbrances other than any
Liens or encumbrances created by or imposed upon the holders thereof, and are
not subject to preemptive rights or rights of first refusal created by statute,
the Memorandum and Articles of Association of the Company or any agreement to
which the Company is a party or by which it is bound.  There are no
options, warrants, calls, rights, commitments or agreements of any character to
which the Company is a party or by which it is bound obligating the Company to
issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered,
sold, repurchased or redeemed, any shares of the Company or obligating the
Company to grant, extend, change the price of, or otherwise amend or enter into
any such option, warrant, call, right, commitment or agreement.  There
are no contracts, commitments or agreements relating to voting, purchase or sale
of the Company’s shares (x) between or among the Company and any of its
shareholders, and (y) to the best of the Company’s knowledge, between or among
any of the Company’s shareholders.

     

    (b)          Set
forth on Schedule 8.3(b)
is the following:  (i) the name and address of each person owning any
capital stock or other equity interest in the Company; (ii) the certificate
number of each certificate evidencing shares of capital stock or any other
equity interest issued by the Company, (iii) the number of shares of capital
stock or any other equity interest evidenced by each such certificate, (iv) the
date of issuance thereof and, in the case of cancellation, the date of
cancellation.  Each Selling Shareholder represents and warrants that
such person has good, valid and marketable title to, all the equity interests of
the Company designated on Schedule 8.3(b)
as owned by such Selling Shareholder.

     

    8.4          Authority.  The Company has
all requisite corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of the Company.  This Agreement has been duly executed and delivered
by the Company and constitutes the legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, except as
enforceability may be limited by bankruptcy and other Laws affecting the rights
and remedies of creditors generally and general principles of
equity.

     

    8.5          No
Conflict.  The execution,
delivery and performance of this Agreement by the Company does not, and the
consummation of the transactions contemplated hereby do not and will not,
conflict with, or result in any violation of, or default under (with or without
notice or lapse of time, or both), or give rise to a right of termination,
cancellation or acceleration of any obligation or loss of any benefit under (a)
any provision of the Memorandum and Articles of Association or bylaws of the Company
or any of the organizational documents of its Subsidiaries, as amended, (b) any
Law or Governmental Order applicable to the Company, its Subsidiaries or any
Selling Shareholder or (c) any mortgage, indenture, lease, contract or other
agreement or instrument, permit, concession, franchise, license, judgment,
order, decree, statute, Law, ordinance, rule or regulation applicable to the
Company, any of its Subsidiaries or any Selling Shareholder or any of their
properties or assets, except where such conflict, violation, default,
termination, cancellation or acceleration with respect to the foregoing
provisions of (b) and (c) would not have had and would not reasonably be
expected to have a Material Adverse Effect on the Company.


    
      
         


      

      
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    8.6          Consents
and Approvals.  No consent,
approval, order or authorization of, or registration, declaration or filing
with, any court, administrative agency or commission or other governmental
authority or instrumentality (“Governmental
Authority”) is required by or with respect to any Selling Shareholder,
the Company or any of its Subsidiaries in connection with the execution and
delivery of this Agreement, or the consummation of the transactions contemplated
hereby and thereby, except for such other consents, authorizations, filings,
approvals and registrations which, if not obtained or made, would not have a
Material Adverse Effect on the Company and would not prevent, or materially
alter or delay any of the transactions contemplated by this
Agreement.

     

    8.7        
  Financial
Statements.

     

    (a)          The
Target has delivered to Alpha its audited consolidated financial statements for
the fiscal years ended December 31, 2006 and 2007 and unaudited consolidated
financial statements for the nine month period ended September 30, 2008
(collectively, the “Target Financial
Statements”) prepared in accordance with U.S. GAAP applied on a
consistent basis throughout the periods indicated.  The Target
Financial Statements fairly present in all material respects the financial
condition and operating results, change in stockholders’ equity and cash flow of
the Target, as of the dates, and for the periods, indicated therein, and are
accompanied by an unqualified opinion of a U.S. registered accounting firm
qualified to practice before the Public Company Accounting Oversight
Board.

     

    (b)          The
Target does not have any off-balance sheet arrangements except arrangements that
do not and would not reasonably be expected to, individually or in the
aggregate, result in a Material Adverse Effect to the Target.

     

    (c)           To
the extent that the Balance Sheet included in the Target Financial Statements
(the “Target Balance
Sheet”) reflects any outstanding loans to or from any stockholders of the
Target, all such loans have been repaid or forgiven, as applicable, and are no
longer outstanding as of the date hereof, except as set forth in Schedule 8.7(c) of
the Company Disclosure Schedule.

     

    8.8           Internal
Accounting Controls.  The Target has
implemented and maintains a system of internal accounting controls sufficient to
provide reasonable assurance that (a) transactions are executed in accordance
with management’s general or specific authorizations, (b) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability, (c) access to assets is permitted only in accordance with
management’s general or specific authorization, and (d) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any
differences.  Officers of the Target have established disclosure
controls and procedures for the Target and designed such disclosure controls and
procedures to ensure that material information relating to the Target is made
known to the officers by others within those entities.  Officers of
the Target have evaluated the effectiveness of the controls and procedures of
the Target.  Since September 30, 2008, there have been no significant
changes in the internal controls of the Target or in other factors that could
significantly affect the internal controls of the Target.


    
      
         


      

      
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    8.9          Absence
of Certain Changes.  Except as set
forth on Schedule 8.9 of
the Company Disclosure Schedule, since September 30, 2008 (the “Company Balance
Sheet Date”), the Company and each of its Subsidiaries, has conducted its
business in the ordinary course consistent with past practice and there has not
occurred:  (i) any change, event or condition (whether or not covered
by insurance) that has resulted in, or is reasonably likely to result in, a
Material Adverse Effect to the Company; (ii) any damage, destruction or loss, or
any material interruption in the use of any of the assets of the Company or any
of its Subsidiaries (whether or not covered by insurance) that has had or could
reasonably be expected to have a Material Adverse Effect on the Company; (iii)
any acquisition, sale or transfer of any material asset of the Company or any of
its Subsidiaries, which had or would reasonably likely have a Material Adverse
Effect on the Company; (iv) any change in accounting methods or practices
(including any change in depreciation or amortization policies or rates) by the
Company or any revaluation by the Company of any of its or any of its
Subsidiaries’ assets; (v) any declaration, setting aside, or payment of a
dividend or other distribution with respect to the shares of the Company, or any
direct or indirect redemption, purchase or other acquisition by the Company of
any of its shares of capital stock; (vi) any material contract entered into by
the Company or any of its Subsidiaries, or any amendment or termination of, or
default under, any material contract to which the Company or any of its
Subsidiaries is a party or by which it is bound, which had or would reasonably
likely have a Material Adverse Effect on the Company; (vii) any amendment or
change to the Memorandum and Articles of Association or bylaws of the Company or
any Subsidiary; or (viii) any increase in or modification of the compensation or
benefits payable, or to become payable, by the Company or its Subsidiaries to
any of its directors or employees, other than pursuant to scheduled annual
performance reviews, provided that any resulting modifications are in the
ordinary course of business and consistent with the Company’s and its
Subsidiaries past practices.  Neither the Company nor its Subsidiaries
has agreed since the Company Balance Sheet Date to take any of the actions
described in the preceding clauses (i) through (viii) and are not currently
involved in any negotiations to do any of the things described in the preceding
clauses (i) through (viii).

     

    8.10        Absence
of Undisclosed Liabilities.  Except as set
forth on Schedule 8.10 of
the Company Disclosure Schedule, the Company and the Subsidiaries have no
material obligations or liabilities of any nature (matured or unmatured, known
or unknown, fixed or contingent) in excess of $100,000 other than (i) those set
forth on the Company’s balance sheet as of and for the interim period ended
September 30, 2008; (ii) those incurred since the Company Balance Sheet Date and
not reasonably likely to result in a Material Adverse Effect to the Company;
(iii) those incurred pursuant to the terms of this Agreement; and (iv)
those incurred pursuant to the terms of the Material Company Contracts (as
defined in Section
8.21).

     

    8.11        Litigation.  There is no
private or governmental action, suit, proceeding, claim, arbitration, audit or,
to the Company’s knowledge, investigation (“Proceeding”)
pending before any agency, court, arbitrator or tribunal, foreign or domestic by
or against the Company or any of its Subsidiaries, or any of their respective
properties or any of their respective shareholders, officers or directors
(in their capacities as such) nor, to the knowledge of the Company, is any
such Proceeding threatened against any Selling Shareholder, the Company or its
Subsidiaries.

     

    8.12        Restrictions
on Business Activities.  Except as set
forth on Schedule 8.12 of
the Company Disclosure Schedule, there is no agreement, judgment, injunction,
order or decree binding upon the Company or any of its Subsidiaries which has or
reasonably would be expected to have the effect of prohibiting or materially
impairing the business or any business practices of the Company or any of its
Subsidiaries or any acquisition of property by the Company or any of its
Subsidiaries.


    
      
         


      

      
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    8.13        Governmental
Authorization.  Except as set
forth on Schedule 8.13 of
the Company Disclosure Schedule, the Company and each of its Subsidiaries have
obtained as of the date hereof each governmental consent, license, permit,
grant, or other authorization of a Governmental Authority (i) pursuant to which
Company or any of its Subsidiaries currently operates or holds any interest in
any of its properties or (ii) that is required for the operation of Company’s or
any of its Subsidiaries’ business or the holding of any such interest, ((i) and
(ii) herein collectively called “Company
Authorizations”), and all of such Company Authorizations are in full
force and effect, except where the failure to obtain or have any of such Company
Authorizations or where failure of such Company Authorizations to be in full
force and effect would not reasonably be expected to have a Material Adverse
Effect on the Company.

     

    8.14        Title to
Property.  Except as set
forth on Schedule
8.14 of the Company Disclosure Schedule, the Company and its Subsidiaries
have good and valid title to all of their respective properties, interests in
properties and assets, real and personal, reflected in the Company Balance Sheet
or acquired after the Company Balance Sheet Date (except properties, interests
in properties and assets sold or otherwise disposed of since the Company Balance
Sheet Date in the ordinary course of business), or in the case of leased
properties and assets, valid leasehold interests in, free and clear of all
mortgages, Liens, pledges, charges or encumbrances of any kind or character,
except (i) the Lien of current taxes not yet due and payable, (ii) such
imperfections of title, Liens and easements as do not and will not materially
detract from or interfere with the use of the properties subject thereto or
affected thereby, or otherwise materially impair business operations involving
such properties, (iii) Liens securing debt which is reflected on the Company
Balance Sheet, and (iv) Liens that in the aggregate would not have a Material
Adverse Effect on the Company.  The property and equipment of Company
and its Subsidiaries that are used in the operations of their businesses are in
good operating condition and repair, except where the failure to be in good
operating condition or repair would not have a Material Adverse
Effect.  All properties used in the operations of the Company and its
Subsidiaries are reflected in the Company Balance Sheet to the extent generally
accepted accounting principles require the same to be
reflected.  Schedule 8.14 of
the Company Disclosure Schedule identifies each parcel of real property owned or
leased by Company or any of its Subsidiaries.

     

    8.15        Intellectual
Property.  Except as set
forth on Schedule 8.15 of
the Company Disclosure Schedule, the Company and its Subsidiaries own, or have a
license to use or otherwise possess legally enforceable rights to use, all
patents, trademarks, trade names, service marks, domain names, copyrights, and
any applications therefor, trade secrets, computer software programs, and
tangible or intangible proprietary information that is material to the business
of the Company and its Subsidiaries (“Company
Intellectual Property”), except for such failures to have a license to
use or possess legally enforceable rights as would not reasonably be expected to
have a Material Adverse Effect on the Company.


    
      
         


      

      
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    8.16        Taxes.

     

    (a)          For
purposes of this Agreement, the following terms have the following meanings:
“Tax” (and,
with correlative meaning, “Taxes” and
“Taxable”)
means (i) any levy, impost, net income, alternative or add-on minimum tax, gross
income, gross receipts, sales, use, ad valorem, transfer, franchise, profits,
license, withholding, payroll, employment, excise, severance, stamp, occupation,
premium, property, environmental or windfall profit tax, custom, duty or other
tax, governmental fee or other like assessment or charge of any kind whatsoever,
together with any interest or any penalty, addition to tax or additional amount
imposed by any Governmental Authority (a “Tax
Authority”) responsible for the imposition of any such tax (domestic or
foreign); (ii) any liability for the payment of any amounts of the type
described in (i) as a result of being a member of an affiliated, consolidated,
combined or unitary group for any Taxable period; and (iii) any liability for
the payment of any amounts of the type described in (i) or (ii) as a result of
being a transferee of or successor to any person, by contract or
otherwise.  “Tax
Return” means any return, declaration, election, statement, report or
form (including, without limitation, claims for refunds or credits, estimated
Tax returns and reports, withholding Tax returns and reports and information
reports and returns) filed or required to be filed with a Tax Authority with
respect to Taxes.

     

    (b)          The
Company and each of its Subsidiaries has timely filed, or has caused to be
timely filed on its behalf, all Tax Returns that are or were 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 Material Adverse Effect on the Company.  Neither
the Company nor any of its Subsidiaries has received any written notice of
unpaid Taxes claimed to be due by a Tax Authority in any jurisdiction or any
written claim for additional Taxes for any period for which Tax Returns have
been filed, except to the extent that any failure to pay such Taxes,
individually or in the aggregate, has not had and would not reasonably be
expected to have a Material Adverse Effect on the Company.

     

    (c)          The
Company is not aware of any unresolved controversies relating to the Taxes or
Tax Returns of the Company for which it has received a written notice from any
Governmental Authority seeking to conduct an audit or examination of the Tax
Returns of the Company or any of its Subsidiaries (except for any general audits
or examinations routinely performed by such Governmental Authority) or making
material claims or assessments with respect to any Taxes for any
period.  The Company has delivered and made available to Parent
correct and complete copies of all Tax Returns, examination reports, and
statements of deficiencies filed by, assessed against or agreed to by the
Company or any of its Subsidiaries for the last five years.

     

    (d)          The
Company’s consolidated financial statements reflect an adequate reserve for all
Taxes payable by the Company and each of 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.  Neither the Company nor any of its Subsidiaries
is a party to nor is it bound by any Tax indemnity, Tax sharing or similar
agreement pursuant to which the Company or any of its Subsidiaries has or will
have material liabilities for any Taxes of any other Person.  No
deficiency with respect to any Taxes has been proposed, asserted or assessed
against the Company 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 Material Adverse Effect on the
Company.


    
      
         


      

      
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    (e)          Neither
the Company nor any of its Subsidiaries (i) is currently engaged in a trade
or business within the United States sufficient to subject it to taxation on its
U.S. source income under Section 881 et seq. of the Internal Revenue Code of
1986, as amended (the “Code”),
(ii) is created or organized under the laws of the United States or any
state thereof, or (iii) owns or has ever owned any “United States real
property interests” as that term is defined in Section 897 of the
Code.

     

    8.17         Employee
Benefit Plans.  Except as set
forth on Schedule 8.17 of
the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries
maintains or has maintained any employee compensation, incentive, fringe or
benefit plans, programs, policies, commitments or other arrangements (whether or
not set forth in a written document) providing material benefits to any active
or former employee, director or consultant of the Company or any of its
Subsidiaries, or any trade or business (whether or not incorporated) which is
under common control with the Company or any of its Subsidiaries, with respect
to which the Company or any of its Subsidiaries has or would reasonably be
expected to have any material liability.  Neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will result in any payment (including severance, unemployment
compensation, golden parachute, bonus or otherwise) becoming due to any
shareholder, director or employee of the Company or any of its
Subsidiaries.

     

    8.18         Labor
Matters.  Except as set
forth in Schedule 8.18 of
the Company Disclosure Schedule, (a) neither the Company nor any Subsidiary is a
party to any collective bargaining agreement or other labor union contract
applicable to persons employed by the Company or any Subsidiary; (b) the Company
and each Subsidiary are currently in compliance in all material respects will
all applicable Laws relating to the employment of labor, including those related
to wages, hours, collective bargaining and the payment and withholding of Taxes
and other sums as required by the appropriate Governmental Authority; (c) there
is no material claim with respect to payment of wages, salary or overtime pay
that has been asserted or is now pending or, to the Company’s knowledge,
threatened before any Governmental Authority with respect to any Person
currently or formerly employed by the Company or any Subsidiary; and (d) neither
the Company nor any Subsidiary is a party to, or otherwise bound by, any consent
decree with, or citation by, and Governmental Authority relating to employees or
employment practices.

     

    8.19         Interested
Party Transactions.  Except as
disclosed in Schedule 8.19 of
the Company Disclosure Schedule, none of the Company nor any of its Subsidiaries
is indebted to any director, officer or Selling Shareholder of the Company or
any of its Subsidiaries (except for amounts due as normal salaries and bonuses
and in reimbursement of ordinary expenses), and no such person is indebted to
the Company or any of its Subsidiaries and there are no other transactions of
the type required to be disclosed pursuant to Items 402 or 404 of Regulation S-K
under the Securities Act and the Exchange Act.


    
      
         


      

      
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    8.20         Insurance.  Set forth on
Schedule 8.20 of
the Company Disclosure Schedule is a complete list of all insurance policies
which the Company or any of its Subsidiaries maintains with respect to its
business or the operations, properties or employees.  The Company and
each of its Subsidiaries has paid all premiums due under said policies and such
policies are in full force and effect. Such policies are written by reputable
insurers, provide adequate coverage for all normal risks incident to the assets,
properties and business operations of the Company and each of its Subsidiaries
and of a character and amount at least equivalent to coverage carried or
maintained by persons or entities engaged in the same business as the Company
and each of its Subsidiaries or in businesses subject to the same or similar
perils, hazards or risks, except as would not reasonably be expected to have a
Material Adverse Effect on the Company.  Neither the Company nor any
of its Subsidiaries has received any written notice of, and the Company is
otherwise aware of, any facts indicating a likelihood of the cancellation of any
such insurance policies prior to its scheduled termination date.

     

    8.21         Material
Company Contracts.

     

    (a)           The
Company has made available to the Parent, prior to the date of this Agreement,
true, correct and complete copies of each agreement, contract, arrangement,
lease, commitment or otherwise of the type set forth below (each, a “Material Company
Contract”), including each amendment, supplement and modification
relating thereto to which the Company or any Subsidiary is a party.

     

    (i)           each
contract, agreement, invoice, and other arrangement, for the furnishing of
services to, or the sale of property to, the Company or any Subsidiary under the
terms of which the Company or any Subsidiary:  (A) is likely to pay or
otherwise give consideration of more than $500,000 in the aggregate during the
calendar year ended December 31, 2008, (B) is likely to pay or otherwise
give consideration of more than $500,000 in the aggregate over the remaining
term of such contract, or (C) cannot be cancelled by the Company or any
Subsidiary without penalty or further payment and without more than 30 days’
notice;

     

    (ii)           each
contract, agreement, invoice, and other arrangement for the furnishing of
services by the Company or any Subsidiary that:  (A) is likely to
involve consideration of more than $500,000 in the aggregate during the calendar
year ending December 31, 2008 or (B) is likely to involve consideration of
more than $500,000 in the aggregate over the remaining term of the
contract;

     

    (iii)          all
agreements or letters of intent relating to the acquisition of any business
enterprise whether by acquisition of stock, acquisition of assets, joint venture
or merger or other form of business combination;

     

    (iv)          any
broker, distributor, dealer, manufacturer’s representative, agency, sales
promotion, market research, marketing, consulting and advertising contract and
agreement to which the Company or any Subsidiary is a party and which involves
consideration of more than $250,000 in the aggregate over the remaining term of
the contract;

     

    (v)           all
management contracts and contracts with independent contractors or consultants
(or similar arrangements) to which the Company or any Subsidiary is a party and
which is likely to involve consideration of more than $500,000 over the
remaining term of the contract in the aggregate;

     

    (vi)       
  all contracts and agreements relating to indebtedness of the Company
or any Subsidiary in an amount in excess of $100,000 individually;

     

    (vii)         all
contracts and agreements with any Governmental Authority to which the Company or
any Subsidiary is a party;

     

    
      
        
        

      

      
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    (viii)      
 all contracts and agreements that limit or purport to limit the ability of
any Selling Shareholder, the Company or any Subsidiary to compete in any line of
business or with any Person or in any geographic area or during any period of
time;

     

    (ix)           all
contracts and agreements between or among the Company or any Subsidiary, on the
one hand, and the Selling Shareholders or any affiliate thereof, on the other
hand;

     

    (x)          
 any lease pursuant to which the Company or any Subsidiary leases any
material real property and which requires annual payments in excess of
$500,000;

     

    (xi)           any
shareholder agreement, registration rights agreement, voting agreement or other
agreement governing the rights of the holders of any equity security issued by
the Company or any Subsidiary; and

     

    (xii)           all
other contracts and agreements, whether or not made in the ordinary course of
business, the absence of which would have a Material Adverse
Effect.

     

    (b)           Each
Material Company Contract is a legal, valid and binding agreement, and is in
full force and effect, and (a) none of the Company nor its Subsidiaries is in
breach or default of any Material Company Contract to which it is a party in any
material respect; (b) no event has occurred or circumstance has existed that
(with or without notice or lapse of time), would reasonably be expected to
(i) contravene, conflict with or result in a violation or breach of, or become a
default or event of default under, any provision of any Material Company
Contract or (ii) permit the Company, any Subsidiary or any other person the
right to declare a default or exercise any remedy under, or to accelerate the
maturity or performance of, or to cancel, terminate or modify any Material
Company Contract; (c) neither the Company nor its Subsidiaries have received
written notice of the pending or threatened cancellation, revocation or
termination of any Material Company Contract to which it is a party; and (d)
there are no renegotiations of, or attempts to renegotiate by the Company or any
of its Subsidiaries, or outstanding rights to renegotiate any material terms of
any Material Company Contract.

     

    8.22        Compliance
With Laws.  Each of the
Company and each of its Subsidiaries has, since January 1, 2006, complied
with, is not presently in violation of, and has not received any written notices
of violation with respect to, any Law applicable thereto or to the conduct,
ownership or operation of their respective businesses, except for such
violations or failures to comply as would not be reasonably expected to have a
Material Adverse Effect on the Company.

     

    8.23        Foreign
Corrupt Practices Act.  Neither the Company, nor any of its
Subsidiaries is subject to the Foreign Corrupt Practices Act.  To the
Company’s knowledge, neither the Company nor its Subsidiaries, nor any director,
officer, key employee, or other person associated with or acting on behalf of
the Company or its Subsidiaries has committed any acts or omissions which would
constitute a material breach of criminal Laws relevant to the Company or its
Subsidiaries, including but not limited to corruption Laws.


    
      
         


      

      
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    8.24        Money
Laundering Laws.  To the Company’s
Knowledge, the operations of the Company and the Subsidiaries are and have been
conducted at all times in compliance with all applicable money laundering
statutes in all applicable jurisdictions, the rules and regulations thereunder
and any related rules, regulations or guidelines, issued, administered or
enforced by any Governmental Authority (collectively, the “Money Laundering
Laws”) and no Proceeding involving the Company or any of its Subsidiaries
with respect to the Money Laundering Laws is pending or, to the Company’s
Knowledge, threatened.

     

    8.25        Governmental
Inquiry.  Since
January 1, 2006, neither the Company nor its Subsidiaries has received any
material written inspection report, questionnaire, inquiry, demand or request
for information from a Governmental Authority in connection with a suspected
violation of applicable Law.

     

    8.26        Minute
Books.  The minute books
of the Company and its Subsidiaries made available to Parent contain in all
material respects a complete and accurate summary of all meetings of directors
and shareholders or actions by written consent of Company and its Subsidiaries
through the date of this Agreement, and reflect all transactions referred to in
such minutes accurately in all material respects.

     

    8.27        Real
Property.  Except as set
forth on Schedule
8.27 of the Company Disclosure Schedule, none of the Company nor any
Subsidiary owns any real property.

     

    8.28        Brokers’
and Finders’ Fees.  The Company has
not incurred, nor will it incur, directly or indirectly, any liability for
brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or
any similar charges in connection with this Agreement.

     

    8.29        Consent
Required.  The consent of
the Company’s shareholders holding a majority of the outstanding shares of
Target Securities are the only consents of the holders of any of Company’s
capital stock necessary to approve this Agreement and the transactions
contemplated hereby.  Such consents have been obtained.

     

    8.30        Board
Approval.  The Board of
Directors of the Company has (a) approved this Agreement and the Business
Combination, (b) determined that this Agreement and the Business Combination are
advisable and in the best interests of the stockholders of Company and are on
terms that are fair to the shareholders and (c) recommends that the shareholders
of Company approve this Agreement and consummation of the Business
Combination.

     

    8.31        Additional
PRC Representations and Warranties.

     

    (a)           All
material consents, approvals, authorizations or licenses requisite under PRC Law
for the due and proper establishment and operation of the Target and its
Subsidiaries have been duly obtained from the relevant PRC Governmental
Authority and are in full force and effect, except for those consents,
approvals, authorizations or licenses, the lack of which would not cause a
Material Adverse Effect on the Company.

     

    (b)           All
filings and registrations with the PRC Governmental Authorities required in
respect of the Target and its Subsidiaries and their respective operations
including, without limitation, the registration with and/or approval by the
Ministry of Commerce, the State Administration of Industry and Commerce, the
State Administration for Foreign Exchange, tax bureau and customs offices and
other PRC Governmental Authorities that administer foreign investment
enterprises have been duly completed in accordance with the relevant PRC rules
and regulations, except where the failure to complete such filings and
registrations does not, and would not, individually or in the aggregate, have a
Material Adverse Effect.

     

    
      
        
        

      

      
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    (c)          The
Target and its Subsidiaries have complied with all relevant PRC Laws and
regulations regarding the contribution and payment of their registered share
capital, the payment schedules of which have been approved by the relevant PRC
Governmental Authority.

     

    (d)          Neither
the Target nor any of its Subsidiaries is in receipt of any letter or notice
from any relevant PRC Governmental Authority notifying it of the revocation, or
otherwise questioning the validity, of any licenses or qualifications issued to
it or any subsidy granted to it by any PRC Governmental Authority for
non-compliance with the terms thereof or with applicable PRC Laws, or the need
for compliance or remedial actions in respect of the activities carried out by
the Target or any of its Subsidiaries, except where the notice or the letter
does not, and would not, individually or in the aggregate, have a Material
Adverse Effect.

     

    (e)          The
Target and its Subsidiaries have conducted their respective business activities
within the permitted scope of business or have otherwise operated their
respective businesses in compliance, in all material respects, with all relevant
legal requirements and with all requisite licenses and approvals granted by
competent PRC Governmental Authorities, except where such non-compliance has not
had and would not reasonably be expected to have, resulted in a Material Adverse
Effect on the Target.  As to licenses, approvals and government grants
and concessions requisite or material for the conduct of any part of the
Target’s business which is subject to periodic renewal, the Target has no
Knowledge of any grounds on which such requisite renewals will not be granted by
the relevant PRC Governmental Authorities, except where such grounds does not,
and would not, individually or in the aggregate, result in a Material Adverse
Effect.

     

    (f)           With
regard to employment and staff or labor, the Target and its Subsidiaries have
complied, in all material respects, with all applicable PRC Laws and
regulations, including without limitation, Laws and regulations pertaining to
welfare funds, social benefits, medical benefits, insurance, retirement
benefits, pensions or the like.

     

    8.32         Stamp
Duty; Transfer Taxes.  Except as set
forth in Schedule
8.32 of the Company Disclosure Schedule, no stamp or other issuance or
transfer taxes or duties and no capital gains, income, withholding or other
taxes are payable by or on behalf of the Alpha Parties to any Governmental
Authority in Bermuda, Singapore, the PRC or any other applicable jurisdiction or
any political subdivision or taxing authority thereof or therein (other than on
the net income of the Alpha Parties where the net income of the Alpha Parties is
otherwise subject to taxation by the applicable jurisdiction) in connection with
the Share Exchange.

     

    8.33         Environmental
Matters.  Except as would not be reasonably expected to have a
Material Adverse Effect:

     

    (a)          each
of the Target and its Subsidiaries is, and at all times has been, in substantial
compliance with, and has not been and is not in material violation of or subject
to any material liability under, any Environmental Law;

     

    
      
        
        

      

      
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    (b)          the
Target does not have any basis to expect, nor has the Target and its
Subsidiaries received any written order or notice from (a) any Governmental
Authority or private citizen acting in the public interest, or (b) the current
or prior owner or operator of any facilities that the Target had operated in the
previous 5 years (the “Facilities”),
of any actual or potential material violation by the Target or any of its
Subsidiaries, or failure by the Target or any of its Subsidiaries to comply
with, any Environmental Laws, or of any actual or threatened material obligation
by the Target or any of its Subsidiaries to undertake or bear the cost of any
liabilities under the Environmental Laws with respect to any of the Facilities
or any other properties or assets (whether real, personal, or mixed) in which
the Target or any of its Subsidiaries has or has had an interest.

     

    ARTICLE
IX

    REPRESENTATIONS
AND WARRANTIES OF THE ALPHA PARTIES

     

    In this
Agreement, any reference to Parent’s “knowledge”
means the actual knowledge, after reasonable inquiry, of Steven Wasserman, the
Chief Executive Officer and Chief Financial Officer of Parent.  The
defined term “Material Adverse
Effect” shall have the same meaning as in Article VIII.

     

    Except as
set forth in the disclosure schedule delivered by Parent to the Company
concurrently with the execution of this Agreement (the “Parent Disclosure
Schedule”), Parent  hereby represents and warrants to the
Company, on behalf of itself, and on behalf of Alpha Arizona, and after the
Conversion, Alpha Bermuda, as of the date of this Agreement, as
follows:

     

    9.1          Organization,
Standing and Power.

     

    (a)           Each
of Parent, Alpha Arizona and Alpha Bermuda (after the Conversion) is, a
corporation duly organized, validly existing and in good standing, and no
certificates of dissolutions have been filed under the Laws of its jurisdiction
of organization.  Each of Parent, Alpha Arizona and Alpha Bermuda
(after the Conversion) has the corporate power to own its properties and to
carry on its business as now being conducted and as proposed to be conducted and
is duly qualified to do business and is in good standing in each jurisdiction in
which the failure to be so qualified and in good standing would have a Material
Adverse Effect on any such entity.  Parent, since its formation, has
engaged in no business other than to seek to serve as a vehicle for the
acquisition of an operating business, and, except for this Agreement, is not a
party to any contract or agreement for the acquisition of an operating
business.  Alpha Arizona was formed for the sole purpose of effecting
the Merger.  Accordingly prior to the Merger Effective Time, Alpha
Arizona had no material business, operations, property or
assets.  Each of Parent and Alpha Arizona has made available to the
Company a true and correct copy of its Certificate of Incorporation and Articles
of Incorporation, respectively, and the bylaws, or other organizational
documents thereof, as applicable, each as amended to date.  As of the
date hereof and as of the Merger Effective Time and the Conversion Effective
Time, none of Parent, Alpha Arizona and Alpha Bermuda (after the Conversion) is
in violation of any of the provisions of its Certificate of Incorporation or
bylaws, or organizational documents, as applicable.  Except for Alpha
Arizona, Parent does not directly or indirectly own any equity or similar
interest in, or any interest convertible or exchangeable or exercisable for, any
equity or similar interest in, any corporation, partnership, joint venture or
other business association or entity.


    
      
         


      

      
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    (b)           Parent
is the owner of all outstanding shares of capital stock of Alpha Arizona and all
such shares are duly authorized, validly issued, fully paid and
nonassessable.  All of the outstanding shares of capital stock of
Alpha Arizona are owned by Parent free and clear of all Liens, charges, claims
or encumbrances or rights of others.  At the Business Combination
Effective Time, there will be no outstanding subscriptions, options, warrants,
puts, calls, rights, exchangeable or convertible securities or other commitments
or agreements of any character relating to the issued or unissued shares or
other securities of Alpha Arizona, or otherwise obligating Parent or Alpha
Arizona to issue, transfer, sell, purchase, redeem or otherwise acquire any such
securities except as disclosed in Section 9.2
below.

     

    9.2           Capital
Structure.

     

    (a)           The
authorized capital stock of Parent consists of 30,000,000 shares of common
stock, $.0001, par value, and 1,000,000 shares of preferred stock, $.0001 par
value, of which, as of the date hereof, there were issued and outstanding,
7,580,000 shares of common stock and no shares of preferred
stock.  There are no other outstanding shares or voting securities of
the Parent and no outstanding commitments to issue any shares of capital stock
or voting securities of the Parent after the date hereof, other than (i)
pursuant to this Agreement, (ii) 6,000,000 shares of Parent Common Stock
issuable upon the exercise of the Parent’s Redeemable Common Stock Purchase
Warrants (“Parent
Warrants”) issued in Parent’s initial public offering (“IPO”),
(iii) 3,200,000 shares of Parent Common Stock issuable upon the exercise of
warrants issued to initial stockholders of Parent (the “Insider
Warrants” and together with the Parent Warrants, the “Warrants”)
and (iv) 210,000 shares of Parent Common Stock issuable upon the exercise
of the unit purchase option granted by Parent to certain underwriters of its
initial public offering and the Parent Warrants issuable thereunder (the “Underwriter
Option”).  All outstanding shares of Parent Common Stock are
duly authorized, validly issued, fully paid and non-assessable and are free of
any Liens or encumbrances other than any Liens or encumbrances created by or
imposed upon the holders thereof, and are not subject to preemptive rights or
rights of first refusal created by statute, the Certificate of Incorporation or
bylaws of Parent or any agreement to which Parent is a party or by which it is
bound.  Parent has reserved 9,200,000 shares of common stock for
issuance upon exercise of Parent Warrants and the Insider
Warrants.  Except for (i) the rights created pursuant to this
Agreement, (ii) the Parent Warrants, (iii) the Insider Warrants, and
(iv) the Underwriter Option, there are no other options, warrants, calls,
rights, commitments or agreements of any character to which Parent is a party or
by which it is bound obligating Parent to issue, deliver, sell, repurchase or
redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any
shares of capital stock of Parent or obligating Parent to grant, extend,
accelerate the vesting and/or repurchase rights of, change the price of, or
otherwise amend or enter into any such option, warrant, call, right, commitment
or agreement.  Except for the obligation of Parent’s initial
stockholders to vote in accordance with the majority of the Parent’s
stockholders with respect to the Business Combination, there are no contracts,
commitments or agreements relating to voting, purchase or sale of Parent’s
capital stock (i) between or among Parent and any of its stockholders and (ii)
to the best of Parent’s knowledge, between or among any of Parent’s
stockholders.

     

    (b)           The
authorized shares of Alpha Arizona consist of  31 million shares, U.S.
$0.0001 par value, of which there are issued and outstanding 100 shares, owned
by Parent.  There are no other issued and outstanding shares or voting
securities and no outstanding commitments to issue any shares or voting
securities of Alpha Arizona, other than pursuant to or as disclosed by this
Agreement.

     

    
      
        
        

      

      
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    (c)           Immediately
after the Conversion, the authorized shares of Alpha Bermuda consist of such
number of shares as agreed to by the Company and Parent, of which there will be
issued and outstanding 7,580,000 shares, owned by the shareholders of Parent
immediately prior to the Merger.  There are no other issued and
outstanding shares or voting securities and no outstanding commitments to issue
any shares or voting securities of Alpha Bermuda, other than pursuant to this
Agreement.

     

    9.3           Authority.

     

    (a)           Parent
has all requisite corporate power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby, subject only to the adoption
of this Agreement and approval of the Business Combination by Parent’s
stockholders, as contemplated by Section 13.1(b).  The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Parent, subject only to the adoption of this
Agreement, approval of the Merger and the Business Combination by Parent’s
stockholders, as contemplated by Section 13.1(b).  This
Agreement has been duly executed and delivered by Parent and constitutes the
legal, valid and binding obligation of Parent, subject only to the adoption of
this Agreement, approval of the Merger and the Business Combination by Parent’s
stockholders, as contemplated by Section 13.1(b),
enforceable against Parent in accordance with its terms, except as
enforceability may be limited by bankruptcy and other Laws affecting the rights
and remedies of creditors generally and general principles of
equity.

     

    (b)           Alpha
Arizona has the requisite corporate power and authority to enter into this
Agreement and the other agreements necessary and required to consummate the
transactions contemplated hereby.  The execution and delivery of this
Agreement has been duly authorized by all necessary corporate action on the part
of Alpha Arizona, subject only to the adoption of this Agreement and approval of
the Merger and the Business Combination by Parent’s stockholders, as
contemplated by Section 13.1(b).  This
Agreement has been duly executed and delivered by Alpha Arizona and constitutes
the legal, valid and binding obligation of Alpha Arizona and is enforceable
against Alpha Arizona in accordance with its terms, except as enforceability may
be limited by bankruptcy and other Laws affecting the rights and remedies of
creditors generally and general principles of equity.

     

    (c)           Immediately
after the Conversion, Alpha Bermuda shall have the requisite corporate power and
authority to consummate the transactions contemplated by this Agreement and the
Ancillary Agreements.  The execution and delivery of this Agreement
and the Ancillary Agreements by Alpha Arizona will bind Alpha Bermuda as if it
had executed the same with proper power and authority and this Agreement and the
Ancillary Agreements constitute the legal, valid and binding obligation of Alpha
Bermuda and is enforceable against Alpha Bermuda in accordance with its terms,
except as enforceability may be limited by bankruptcy and other Laws affecting
the rights and remedies of creditors generally and general principles of
equity.

     

    
      
        
        

      

      
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    9.4           No
Conflict.  The execution and
delivery of this Agreement and the Ancillary Agreements by Parent does not, and
the consummation of the transactions contemplated hereby, including any
amendments to Parent’s Amended and Restated Certificate of Incorporation to
facilitate the consummation of the Business Combination, will not conflict with,
or result in any violation of, or default under (with or without notice or lapse
of time, or both), or give rise to a right of termination, cancellation or
acceleration of any obligation or loss of any benefit under (a) any
provision of the Certificate of Incorporation or bylaws of Parent, or any of its
subsidiaries, as amended, or the organizational documents of Alpha Arizona (b)
any Law or Governmental Order, (c) any material mortgage, indenture, lease,
contract or other agreement or instrument, permit, concession, franchise,
license, judgment, order, decree, statute, Law, ordinance, rule or regulation
applicable to Parent or Alpha Arizona, Alpha Bermuda after the Conversion, or
any of their subsidiaries or their properties or assets, or (d) any underwriting
agreements or letter of intent applicable to Parent, Alpha Arizona, Alpha
Bermuda after the Conversion, or any of their subsidiaries or their properties
or assets, except where such conflict, violation, default, termination,
cancellation or acceleration with respect to the foregoing provisions of (b) and
(c) would not have had and would not reasonably be expected to have a Material
Adverse Effect on Parent, Alpha Arizona or after the Conversion, Alpha
Bermuda.

     

    9.5           Consents
and Approval.  No consent,
approval, order or authorization of, or registration, declaration or filing
with, any Governmental Authority, is required by or with respect to Parent,
Alpha Arizona, or any of their respective subsidiaries in connection with the
execution and delivery of this Agreement by Parent, the consummation by Parent
and Alpha Arizona of the Merger and Conversion, contemplated hereby, except for
(i) the filing of the Certificate of Merger and the Articles of Merger as
provided in Section 1.2 and
the transfer of domicile filings as provided in Section 2.2; (ii) the
registration of the Conversion by the Bermuda Registrar of Companies; (iii) the
consent of the Bermuda Monetary Authority with respect to the Conversion; (iv)
the filing with, and clearance by the SEC of a Registration Statement on
Form S-4 containing a Merger and Conversion proxy/prospectus (the “Proxy/Prospectus”)
pursuant to which Parent’s stockholders must vote at a special meeting of
stockholders to approve, among other things this Agreement, the Merger and the
Business Combination; (v) the filing of a Form 8-K with the SEC within
four (4) Business Days after each of (A) the execution of this Agreement
and (B) the Closing Date; (vi) any filings as may be required under
applicable state securities laws and the securities laws of any foreign country;
(vii) any filings required with the Alternext; and (viii) such other consents,
authorizations, filings, approvals and registrations which, if not obtained or
made, would not have a Material Adverse Effect on Parent or Alpha Bermuda and
would not prevent or reasonably be expected to prevent or materially alter or
delay any of the transactions contemplated by this Agreement.


    
      
         


      

      
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    9.6           SEC Documents;
Financial Statements.  A true and
complete copy of each statement, report, registration statement (with the
prospectus in the form filed pursuant to Rule 424(b) of the Securities
Act), definitive proxy statement, and other filings of Parent filed with the SEC
by Parent since its inception have been, and, prior to the Business Combination
Effective Time will be available to the Company via EDGAR on the SEC’s website
at www.sec.gov, and at the Parent’s executive offices, further, complete copies
of any additional documents filed with the SEC by Parent prior to the Business
Combination Effective Time will be available via EDGAR at www.sec.gov and at
Parent’s executive offices (collectively, the “Parent SEC
Documents”).  Parent has timely filed all forms, statements and
documents required to be filed by it with the SEC since its
inception.  In addition, Parent has made available to Company all
exhibits to the Parent SEC Documents filed prior to the date hereof, and will
promptly make available to Company all exhibits to any additional Parent SEC
Documents filed prior to the Business Combination Effective Time.  To
the Parent’s knowledge, all documents required to be filed as exhibits to the
Parent SEC Documents have been so filed, and all material contracts so filed as
exhibits are in full force and effect, except those that have expired in
accordance with their terms, and neither Parent nor any of its subsidiaries is
in material default thereunder.  As of their respective filing dates,
the Parent SEC Documents complied in all material respects with the requirements
of the Exchange Act and the Securities Act, and none of the Parent SEC Documents
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances in which they were made, not misleading,
except to the extent corrected by a subsequently filed Parent SEC
Document.  None of Parent’s subsidiaries is required to file any
forms, reports or other documents with the SEC.  The financial
statements of Parent, including the notes thereto, included in the Parent SEC
Documents (the “Parent Financial
Statements”) were complete and correct in all material respects as of
their respective dates, complied as to form in all material respects with
applicable accounting requirements and with the published rules and regulations
of the SEC with respect thereto as of their respective dates, and have been
prepared in accordance with GAAP applied on a basis consistent throughout the
periods indicated and consistent with each other (except as may be indicated in
the notes thereto or, in the case of unaudited statements included in Quarterly
Reports on Form 10-Q, as permitted by Form 10-Q of the SEC for a
smaller reporting company).  The Parent Financial Statements fairly
present the consolidated financial condition and operating results of Parent and
its subsidiaries at the dates and during the periods indicated therein (subject,
in the case of unaudited statements, to normal, recurring year-end
adjustments).

     

    9.7           Sarbanes-Oxley
Act of 2002.  To the Parent’s
knowledge, Parent is in material compliance with all provisions of the
Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”) applicable to it as of the date hereof and the Business Combination
Effective Time.  There has been no change in Parent’s accounting
policies since its inception except as described in the notes to the Parent
Financial Statements.  Each required form, report and document
containing financial statements that has been filed with or submitted to the SEC
since inception, was accompanied by the certifications required to be filed or
submitted by Parent’s chief executive officer and chief financial officer
pursuant to the Sarbanes-Oxley Act, and at the time of filing or submission of
each such certification, such certification was true and accurate and materially
complied with the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder.  Neither Parent, nor to the knowledge of Parent, any
representative of Parent, has received or otherwise had or obtained knowledge of
any complaint, allegation, assertion or claim, whether written or oral,
regarding the accounting or auditing practices, procedures, methodologies or
methods of Parent or their respective internal accounting controls, including
any complaint, allegation, assertion or claim that Parent has engaged in
questionable accounting or auditing practices, except for (a) any
complaint, allegation, assertion or claim as has been resolved without any
resulting change to Parent’s accounting or auditing practices, procedures
methodologies or methods of Parent or its internal accounting controls, and
(b) questions regarding such matters raised and resolved in the ordinary
course in connection with the preparation and review of Parent’s financial
statements.


    
      
         


      

      
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    9.8           Absence
of Certain Changes.  Since
September 30, 2008 (the “Parent Balance
Sheet Date”), Parent has conducted its business in the ordinary course
consistent with past practice and there has not occurred:  (i) any
change, event or condition (whether or not covered by insurance) that has
resulted in, or is reasonably likely to result in, a Material Adverse Effect to
Parent; (ii) any damage, destruction or loss to, or any material interruption in
the use of, any of the assets of Parent (whether or not covered by insurance)
that has had or could reasonably be expected to have a Material Adverse Effect
on Parent; (iii) any acquisition, sale or transfer of any material asset of
Parent or any of its subsidiaries other than in the ordinary course of business
and consistent with past practice; (iv) any change in accounting methods or
practices (including any change in depreciation or amortization policies or
rates) by Parent or any revaluation by Parent of any of its or any of its
subsidiaries’ assets; (v) any declaration, setting aside, or payment of a
dividend or other distribution with respect to the shares of Parent, or any
direct or indirect redemption, purchase or other acquisition by Parent of any of
its shares of capital stock; (vi) other than this Agreement, any material
contract entered into by Parent or any of its subsidiaries, other than in the
ordinary course of business and as provided to Company, or any amendment or
termination of, or default under, any material contract to which Parent or any
of its subsidiaries is a party or by which it is bound; (vii) any amendment or
change to Parent’s Certificate of Incorporation or bylaws; or (viii) any
increase in or modification of the compensation or benefits payable, or to
become payable, by Parent to any of its directors or employees, other than
pursuant to scheduled annual performance reviews, provided that any resulting
modifications are in the ordinary course of business and consistent with
Parent’s past practices.  Parent has not agreed since
September 30, 2008 to do any of the things described in the preceding
clauses (i) through (viii) and is not currently involved in any negotiations to
take any of the actions described in the preceding clauses (i) through
(viii) (other than negotiations with the Company and its authorized
representatives regarding the transactions contemplated by this
Agreement).

     

    9.9           Absence
of Undisclosed Liabilities.  Parent has no
material obligations or liabilities of any nature (matured or unmatured, known
or unknown, fixed or contingent) in excess of $500,000 other than (i) those set
forth or adequately provided for in the Balance Sheet included in Parent’s
Quarterly Report on Form 10-Q for the period ended September 30, 2008
(the “Parent Balance
Sheet”), (ii) those incurred in the ordinary course of business and not
required to be set forth in the Parent Balance Sheet under GAAP, (iii) those
incurred in the ordinary course of business since the Parent Balance Sheet date
and not reasonably likely to have a Material Adverse Effect on Parent and (iv)
those incurred in connection with this Agreement.

     

    9.10           Litigation.  There is no
private or governmental action, suit, Proceeding, claim, arbitration, audit or
investigation pending before any agency, court or tribunal, foreign or domestic,
or, to the knowledge of Parent or any of its subsidiaries, threatened against
Parent or any of its subsidiaries or any of their respective properties or any
of their respective officers or directors (in their capacities as
such).  There is no injunction, judgment, decree, order or regulatory
restriction imposed upon Parent or any of its subsidiaries or any of their
respective assets or business, or, to the knowledge of Parent and its
subsidiaries, any of their respective directors or officers (in their capacities
as such).

     

    9.11           Restrictions
on Business Activities.  Except as may be
contemplated by this Agreement, there is no agreement, judgment, injunction,
order or decree binding upon Parent or any of its subsidiaries which has or
reasonably would be expected to have the effect of prohibiting or materially
impairing any business practice of Parent, or its subsidiaries, any acquisition
of property by Parent, or its subsidiaries, or the conduct of business by
Parent, its subsidiaries.


    
      
         


      

      
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    9.12           No
Interest in Property.  Neither Parent
nor Alpha Arizona has any interest in any real property, tangible personal
property and/or intellectual property as an owner, licensee, lessee or tenant
(as applicable).

     

    9.13           Employees;
Employee Benefit Plans.  Parent has no
employees.  Parent does not maintain and has not maintained any
employee compensation, incentive, fringe or benefit plans, programs, policies,
commitments or other arrangements (whether or not set forth in a written
document) covering any active or former employee, director or consultant of
Parent, or any trade or business (whether or not incorporated) which is under
common control with Parent, with respect to which the Parent has or would
reasonably be expected to have liability.  Neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will result in any payment (including severance, unemployment
compensation, golden parachute, bonus or otherwise) becoming due to any
stockholder, director or employee of Parent.

     

    9.14           Labor
Matters.  Parent is not a
party to any collective bargaining agreement or other labor union contract
applicable to persons employed by Parent nor does Parent know of any activities
or proceedings of any labor union to organize any such employees.

     

    9.15           Interested
Party Transactions.  Except as
disclosed in the Parent SEC Documents, Parent is not indebted to any director or
officer of Parent (except for amounts due as normal salaries and bonuses and in
reimbursement of ordinary expenses), and no such person is indebted to Parent,
and there are no other transactions of the type required to be disclosed
pursuant to Items 402 or 404 of Regulation S-K under the Securities Act and the
Exchange Act.

     

    9.16           Insurance.  Parent maintains
no insurance of any kind, other than directors and officers liability
coverage.

     

    9.17           Compliance
With Laws.  Parent and Alpha
Arizona have complied with, are not in violation of, and have not received any
notices of violation with respect to, any Law applicable thereto or to the
conduct, ownership or operation of their respective businesses, except for such
violations or failures to comply as would not be reasonably expected to have a
Material Adverse Effect on the Parent.

     

    9.18           Brokers’
and Finders’ Fees.  Parent has not
incurred, nor will it incur, directly or indirectly, any liability for brokerage
or finders’ fees or agents’ commissions or investment bankers’ fees or any
similar charges in connection with this Agreement or any transaction
contemplated hereby other than fees payable to James Walsh, Sinova and EarlyBird
Capital.

     

    9.19           Minute
Books.  The minute books
of Parent made available to Company contain in all material respects a complete
and accurate summary of all meetings of directors and stockholders or actions by
written consent of Parent since inception and through the date of this
Agreement, and reflect all transactions referred to in such minutes accurately
in all material respects.

     

    9.20           Vote
Required.  The approval of
Parent’s, Alpha Bermuda’s and Alpha Arizona’s Board of Directors, and the
approval of Parent’s stockholders in accordance with Section 13.1(b)
hereof, are the only approvals or votes necessary by the Alpha Parties to
approve this Agreement and the transactions contemplated hereby.

     

    
      
        
        

      

      
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    9.21           Board
Approval.  The Parent Board
has approved this Agreement, the Merger, Conversion and Share Exchange and
determined that this Agreement, the Merger, Conversion and Share Exchange are in
the best interests of the Parent.  The Parent Board has determined
that the fair market value of the Company is equal to at least 80% of the
Parent’s net assets.  The Board of Directors of Alpha Arizona has
approved this Agreement, the Merger, Conversion and Share Exchange, and shall
have recommended to the sole stockholder of Alpha Arizona to approve this
Agreement, the Merger, the Conversion and Share Exchange.

     

    9.22           Alternext
Listing.  Parent Common
Stock is listed on the Alternext.  There is no action or Proceeding
pending or, to Parent’s knowledge, threatened against Parent by Alternext to
prohibit or terminate the listing of Parent Common Stock on the
Alternext.  The Parent Common Stock is registered pursuant to
Section 12(b) of the Exchange Act and Parent has taken no action designed
to, or which is likely to have the effect of, terminating the registration of
the Parent Common Stock under the Exchange Act nor has Parent received any
notification that the SEC is contemplating terminating such
registration.  To the Parent’s knowledge, no reason exists as to why
listing status shall not continue immediately following the
Closing.

     

    9.23           Trust
Account Funds.  As of
December 31, 2007, there was $60,578,650, including interest thereon, held
in the trust account established in connection with Parent’s IPO
(the ”Trust
Account”) for use by the Parent in connection with a business combination
as set forth in Parent’s Certificate of Incorporation.  Amounts in the
Trust Account are invested in U.S. Government securities or in money market
funds meeting the conditions of Rule 2a-7 of the Investment Company Act of
1940, as amended.

     

    9.24           Qualification
as “Business Combination” under Certificate of Incorporation.  The Business
Combination, when consummated, shall qualify as a “Business Combination” as
defined in the Amended and Restated Certificate of Incorporation of
Parent.

     

    9.25           Internal
Accounting Controls; Disclosure Controls.  Parent maintains
a system of internal accounting controls sufficient to provide reasonable
assurance that (a) transactions are executed in accordance with
management’s general or specific authorizations, (b) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability, (c) access to assets is permitted only in accordance with
management’s general or specific authorization, and (d) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any
differences.  Parent’s officers have established disclosure controls
and procedures for Parent and designed such disclosure controls and procedures
to ensure that material information relating to Parent is made known to the
officers by others within those entities. Parent’s officers have evaluated the
effectiveness of Parent’s controls and procedures and there is no material
weakness, significant deficiency or control deficiency, in each case as such
term is defined in Public Company Accounting Oversight Board Auditing Std.
No. 2.  Since its inception, there have been no significant
changes in Parent’s internal controls or, to Parent’s knowledge, in other
factors that could significantly affect Parent’s internal controls.

     

    9.26           Certain
Registration Matters.  Except as
specified in Schedule 4.27 of
the Parent Disclosure Schedule, and except for registration rights granted in
connection with the IPO, Parent has not granted or agreed to grant to any Person
any rights (including “piggy-back” registration rights) to have any securities
of Parent registered with the SEC or any other Governmental Authority that have
not been satisfied.

     

    
      
        
        

      

      
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    9.27         
 Material
Contracts.

     

      
(a)           Parent has
made available to the Company, prior to the date of this Agreement, true,
correct and complete copies of each material contract which would be considered
a material contract pursuant to Item 601(b)(10) of Regulation S-K or
pursuant to which Parent receives or pays amounts in excess of $500,000 (each a
“Parent
Material Contract”). A list of each such Parent Material Contract (other
than those previously filed with the SEC) is set forth on Schedule 4.29 of
the Parent Disclosure Schedule. As of the date of this Agreement, Parent 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 Parent Material Contract to which it is a party or by
which it or any of its properties or assets is bound, except for violations or
defaults that would not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect on Parent; and, to the knowledge
of Parent, as of the date of this Agreement, no other Person has violated or
breached, or committed any default under, any Parent Material Contract, except
for violations, breaches and defaults that, individually or in the aggregate,
have not had and would not reasonably be expected to have a Material Adverse
Effect on Parent.

     

      
(b)           Each Parent
Material Contract is a legal, valid and binding agreement, and is in full force
and effect, and (i) Parent is not in breach or default of any Parent
Material Contract in any material respect; (ii) no event has occurred or
circumstance has existed that (with or without notice or lapse of time), will or
would reasonably be expected to, (A) contravene, conflict with or result in
a violation or breach of, or become a default or event of default under, any
provision of any Parent Material Contract; (B) permit Parent or any other
Person the right to declare a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel, terminate or modify any
Parent Material Contract; or (iii) Parent has not received written notice
of the pending or threatened cancellation, revocation or termination of any
Parent Material Contract to which it is a party.  Parent has not
received any notice or other communication regarding any actual or possible
violation or breach of, or default under, any Parent Material Contract, except
in each such case for defaults, acceleration rights, termination rights and
other rights that have not had and would not reasonably be expected to have a
Material Adverse Effect on Parent.

     

    9.28           Taxes.

     

     
 (a)           Parent
has timely filed, or has caused to be timely filed on its behalf, all Tax
Returns that are or were 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 Material Adverse Effect
on Parent.  Parent has not received any written notice of unpaid Taxes
claimed to be due by any Governmental Authority in charge of taxation of any
jurisdiction, nor any written claim for additional Taxes for any period for
which Tax Returns have been filed, except to the extent that any failure to pay
such Taxes, individually or in the aggregate, has not had and would not
reasonably be expected to have a Material Adverse Effect on Parent.

     

    
      
        
        

      

      
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(b)           Parent is
not aware of any unresolved controversies relating to the Taxes or Tax Returns
of Parent for which it has received a written notice from any Governmental
Authority seeking to conduct an audit or examination of the Tax Returns of the
Parent (except for any general audits or examinations routinely performed by
such Governmental Authority) or making material claims or assessments with
respect to any Taxes for any period. Parent has delivered or made available to
the Company correct and complete copies of all Tax Returns, examination reports,
and statements of deficiencies filed by, assessed or asserted against or agreed
to by Parent since inception.

     

      
(c)           The
Parent’s financial statements reflect an adequate reserve for all Taxes payable
by Parent (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. Parent is neither a party
to nor is it bound by any Tax indemnity, Tax sharing or similar agreement
pursuant to which the Parent has or will have material liabilities for any Taxes
of any other Person. No deficiency with respect to any Taxes has been proposed,
asserted or assessed against Parent, 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 Material Adverse Effect on Parent.

     

    9.29           Foreign
Corrupt Practices Act.  Neither Parent,
nor to the Parent’s knowledge, any director, officer, key employee, or other
person associated with or acting on behalf of Parent, has (a) used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity; (b) made any direct or indirect unlawful
payment to any Governmental Authority from corporate funds; (c) made any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment in
connection with the operations of Parent or (d) violated or is in violation of
any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and
the rules and regulations thereunder, except, in the case of clauses (a) and (b)
above, any such items that, individually or in the aggregate, have not had and
would not reasonably be expected to have a Material Adverse Effect on
Parent.

     

    9.30           Money
Laundering Laws.  To Parent’s
knowledge, the operations of Parent are and have been conducted at all times in
compliance with all applicable Money Laundering Laws and no Proceeding involving
Parent with respect to the Money Laundering Laws is pending or, to the knowledge
of Parent, threatened.

     

    ARTICLE
X

    CONDUCT
PRIOR TO THE BUSINESS COMBINATION EFFECTIVE TIME

     

    10.1           Conduct
of Business.  During the period
from the date of this Agreement and continuing until the earlier of the
termination of this Agreement or the Business Combination Effective Time, each
of Parent and the Company agree (except to the extent expressly contemplated by
this Agreement or as consented to in writing by the other party), to carry on
its and its Subsidiaries’ business, in the ordinary course in substantially the
same manner as heretofore conducted, to pay and to cause its subsidiaries to pay
debts and Taxes when due subject to good faith disputes over such debts or
Taxes, to pay or perform other obligations when due, and to use all reasonable
efforts consistent with past practice and policies to preserve intact its and
its Subsidiaries’ present business organizations, use its commercially
reasonable efforts consistent with past practice to keep available the services
of its, and in the case of the Company, its Subsidiaries’ present officers and
key employees and use its commercially reasonable efforts consistent with past
practice to preserve its and its Subsidiaries’ relationships with customers,
suppliers, distributors, licensors, licensees, and others having business
dealings with it, and its Subsidiaries, to the end that there shall not be a
Material Adverse Effect in its or its Subsidiaries’ ongoing businesses at the
Business Combination Effective Time.  Each of Parent and the Company
agrees to promptly notify the other of any material event or occurrence not in
the ordinary course of its or business and the business of its Subsidiaries, and
of any event that would have a Material Adverse Effect on Parent or the
Company.

     

    
      
        
        

      

      
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    10.2           Restrictions
on Conduct of Business.  During the period
from the date of this Agreement and continuing until the earlier of the
termination of this Agreement or the Business Combination Effective Time, except
as expressly contemplated by this Agreement or the Ancillary Agreements, none of
Parent or the Company shall do, cause or permit any of the following, or allow,
cause or permit any of its Subsidiaries, to do, cause or permit any of the
following, without the prior written consent of the other:

     

      
(a)           Charter
Documents.  Cause or permit
any amendments to its Certificate of Incorporation, bylaws, Memorandum and
Articles of Association or other equivalent organizational documents, except as
contemplated by this Agreement;

     

      
(b)           Dividends;
Changes in Capital Stock.  Declare or pay
any dividends on or make any other distributions (whether in cash, stock or
property) in respect of any of its capital stock, or split, combine or
reclassify any of its capital stock or issue or authorize the issuance of any
other securities in respect of, in lieu of or in substitution for shares of its
capital stock, or repurchase or otherwise acquire, directly or indirectly, any
shares of its capital stock;

     

      
(c)           Material
Contracts.  Enter into any
new material contract, or violate, amend or otherwise modify or waive any of the
terms of any existing material contract, other than in the ordinary course of
business consistent with past practice or upon prior consultation with, and
prior written consent (which shall not be unreasonably withheld, conditioned or
delayed) of the other parties to this Agreement, or specifically in the event of
future acquisitions of businesses by the Company, upon prior written consent of
the Parent;

     

      
(d)           Issuance
of Securities.  Issue, deliver or
sell or authorize or propose the issuance, delivery or sale of, or purchase or
propose the purchase of, any shares of its capital stock or securities
convertible into, or subscriptions, rights, warrants or options to acquire, or
other agreements or commitments of any character obligating it to issue any such
shares or other convertible securities;

     

      
(e)           Intellectual
Property.  Transfer or
license to any person or entity any rights to any Intellectual Property other
than the license of non-exclusive rights to Intellectual Property for use by the
Company or any Subsidiary in its business in the ordinary course of business
consistent with past practice;

     

    
      
        
        

      

      
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(f)           Dispositions.  Sell, lease,
license or otherwise dispose of or encumber any of its properties or assets
which are material, individually or in the aggregate, to its and its
Subsidiaries’ business, taken as a whole, except in the ordinary course of
business consistent with past practice;

     

      
(g)           Indebtedness.  Except in its
ordinary course of business, incur any indebtedness for borrowed money or
guarantee any such indebtedness or issue or sell any debt securities or
guarantee any debt securities of others in excess of $250,000 in the
aggregate;

     

      
(h)           Payment
of Obligations.  Pay, discharge or
satisfy in an amount in excess of $250,000 in any one case, any claim, liability
or obligation (absolute, accrued, asserted or unasserted, contingent or
otherwise) arising other than (i) in the ordinary course of business, and
(ii) with respect to the Parent, the payment, discharge or satisfaction of
liabilities reflected or reserved against in the Parent Financial
Statements;

     

      
(i)           Capital
Expenditures.  Make any capital
expenditures, capital additions or capital improvements, except in the ordinary
course of business and consistent with past practice, that exceeds $250,000
individually or in the aggregate;

     

      
(j)           Acquisitions.  Acquire by
merging or consolidating with, or by purchasing a substantial portion of the
assets of, or by any other manner, any business or any corporation, partnership,
association or other business organization or division thereof, or otherwise
acquire any assets which are material, individually or in the aggregate, to its
and its Subsidiaries’ business, taken as a whole, or acquire any equity
securities of any corporation, partnership, association or business
organization;

     

      
(k)           Taxes.  Change any
election in respect of Taxes, change any accounting method in respect of Taxes,
file any amendment to a Tax Return, enter into any closing agreement, settle any
claim or assessment in respect of Taxes, or consent to any extension or waiver
of the limitation period applicable to any claim or assessment in respect of
Taxes;

     

      
(l)           Accounting
Policies and Procedures.  Make any change
to its financial accounting methods, principles, policies, procedures or
practices, except as may be required by GAAP, Regulation S-X promulgated by the
SEC or applicable statutory accounting principles;

     

      
(m)           Other.  Take or agree in
writing or otherwise to take, any of the actions described in Sections 10.2(a)
through (l)
above, or any action which would make any of its representations or warranties
contained in this Agreement untrue or incorrect or prevent it from performing or
cause it not to perform its covenants hereunder.

     

    
      
        
        

      

      
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    ARTICLE
XI

    COVENANTS

     

    11.1           Proxy/Prospectus;
Special Meeting.

     

      
(a)           No later
than December 31, 2008 (“Initial Financial
Statement Delivery Date”), the Company shall deliver to the Parent a copy
of the (i) audited consolidated financial statements (including any related
notes thereto) for the fiscal years ended December 31, 2007 and 2006,
(collectively, the “Audited Financial
Statements”) and (ii) unaudited consolidated financial statements for the
nine month period ended September 30, 2008 (collectively, the “Interim Financial
Statements”, and together with the Audited Financial Statements, the
“Company
Financial Statements”); and such other financial statements of the
Company or entities controlled by the Company as shall be necessary to allow
Parent to complete the Proxy/Prospectus, which (A) with respect to the Audited
Financial Statements, shall be prepared in accordance with GAAP applied on a
consistent basis throughout the periods involved (except as may be indicated in
the notes thereto), (B) with respect to the Company Financial Statements, shall
fairly present in all material respects the financial position of the Company
and of its Subsidiaries at the respective dates thereof and the results of their
respective operations and cash flows for the periods indicated; and (C) with
respect to the Interim Financial Statements, shall show aggregate obligations or
liabilities of the Company or its Subsidiaries in accordance with generally
accepted accounting principles (other than obligations or liabilities incurred
pursuant to the terms of this Agreement); and

     

      
(b)           No later
than March 15, 2009 (“Supplemental
Financial Statement Delivery Date”), the Company shall deliver to the
Parent a copy of the audited financial statements (including any notes related
thereto) for the fiscal year ending December 31, 2008 (“2008 Financial
Statements”).

     

      
(c)           As soon as
is reasonably practicable after receipt by Parent from the Company of all
financial and other information required in a Registration Statement on
Form S-4, containing the Proxy/ Prospectus, Parent shall prepare and file,
with the prior review and consent of the Company, with the SEC under the
Securities Act, and with all other applicable regulatory bodies, the
Registration Statement for the purpose of soliciting proxies from holders of
Parent Common Stock to vote at a special meeting of the stockholders of Parent
(the “Special
Meeting”) in favor of (i) the adoption of this Agreement and the
transactions contemplated hereby, and (ii) to adopt an equity incentive plan in
the form and size agreed to by the Company and Parent (the “Incentive Plan
Proposal”). The board of directors
of Parent shall recommend to its stockholders that they vote in favor of the
adoption of such matters.  The effectiveness of the Merger, the
Conversion and the Share Exchange shall be conditioned upon the approval of each
of the steps in the Business Combination.  The approval of the
Incentive Plan Proposal shall not be a condition to the consummation of the
Merger, the Conversion or the Share Exchange.  The Proxy/Prospectus
will be sufficient under the Securities Act for the purpose of soliciting such
proxies from holders of Parent Common Stock and registering the Alpha Bermuda
Shares to be issued to such holders in the Conversion.  The Company
shall furnish to Parent all information concerning the Company and its
Subsidiaries and their business required to be set forth in the
Proxy/Prospectus.  The Company and its counsel shall be given an
opportunity to review and comment on the Proxy/Prospectus prior to its filing
with the SEC.  Parent, with the assistance of the Company, shall
promptly respond to any SEC comments on the Proxy/Prospectus and shall otherwise
use commercially reasonable efforts to complete the SEC review process as
promptly as practicable.  Parent shall retain a reputable proxy
solicitation firm.  In connection with the Special Meeting, Parent (a)
will use commercially reasonable best efforts to obtain the necessary approvals
by its stockholders of this Agreement and the transactions contemplated hereby ,
and (b) will apply its commercially reasonable best efforts to comply with all
legal requirements applicable to the Special Meeting.

     

    
      
        
        

      

      
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(d)           Parent will
timely provide to the Company all correspondence received from and to be sent to
the SEC and inform the Company of any communication with the SEC and will not
file any amendment to the filings with the SEC without (i) providing the
Company the opportunity to review and comment on any responses to the SEC and
(ii) the prior consent of the Company, which consent shall not be
unreasonably delayed or withheld.  In addition, Parent will use
commercially reasonable efforts to involve the Company and/or its counsel in any
negotiations with the SEC relating to Parent’s SEC filings for the purposes of
effectuating the transactions contemplated by this Agreement and the Ancillary
Agreements.

     

      
(e)           As soon as
practicable following the completion of the applicable SEC review process,
Parent shall distribute the Proxy/Prospectus to the holders of Parent Common
Stock and, pursuant thereto, shall call the Special Meeting in accordance with
Delaware Law and, subject to the other provisions of this Agreement, solicit
proxies from such holders to vote in favor of the adoption of this Agreement and
the approval of the Business Combination and the other matters presented to the
stockholders of Parent for approval or adoption at the Special
Meeting.

     

    11.2           Form 8-K.  At least five (5)
days prior to Closing, Parent shall prepare a draft Form 8-K announcing the
Closing, together with, or incorporating by reference, the financial statements
prepared by the Company and its accountant, and such other information that may
be required to be disclosed with respect to the Merger in any report or form to
be filed with the SEC (“Merger
Form 8-K”), which shall be in a form reasonably acceptable to the
Company.  Prior to Closing, Parent and the Company will prepare the
press release announcing the consummation of the Merger hereunder (“Press
Release”).  Simultaneously with the Closing, Parent shall file
and distribute the Press Release.  Within four (4) Business Days of
the Closing, Parent shall file the Merger Form 8-K with the
SEC.

     

    11.3           Insider
Purchases.  The Selling
Shareholders agree that they will apply their best efforts and negotiate with
Alpha in good faith in order to structure the Selling Shareholders’ purchase of
shares of Alpha in an aggregate purchase price of no greater than $22 million,
as may be required in order to effect the consummation of the Business
Combination (the “Insider Purchase
Commitment Amount”) following the initial filing of the Proxy/Prospectus
with the SEC (“Insider
Purchases”), provided, however, that (i) the
purchase price per share is no more than $10.00; (ii) the Insider Purchase
Commitment Amount is used solely to purchase Alpha Shares and is not applied to
any transaction cost related to such purchase, other than normal brokerage fees;
(iii) all material information regarding this Agreement, the Ancillary
Agreements, the transactions contemplated hereby, Parent, the Company and their
respective Subsidiaries has been disseminated in the market such that the
Insider Purchases shall not trigger “insider trading” liabilities under the
Exchange Act; (iv) such Insider Purchases and any other financings entered into
by the Parent in relation to the Business Combination are conducted in
compliance with the Securities Act and the Exchange Act; and (v) such Insider
Purchases and such other financings are fully disclosed to the holders of the
Alpha Shares pursuant to the requirements of the Securities Act and the Exchange
Act and, in any event, before the approval of the Alpha Stockholders
contemplated in Section 13.1(b)
below.

     

    
      
        
        

      

      
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    11.4           Action of
Company’s Shareholders.  Until the
termination of this Agreement pursuant to Section 16.1
below, at every meeting of the shareholders of the Company called with respect
to any of the following, and at every adjournment thereof, and on every action
or approval by written consent of the shareholders of the Company with respect
to any of the following, each Selling Shareholder shall cause the Target
Securities held by such Selling Shareholder to be voted (i) in favor of adoption
and approval of this Agreement and the transaction contemplated hereby and (ii)
against approval of (A) any proposal made in opposition to or in competition
with the foregoing, (B) any merger, consolidation, sale of assets,
reorganization or recapitalization with any party other than Parent or its
affiliates, (C) any liquidation or winding up of the Company and (D) any other
proposal having the intent of hindering or delaying the consummation of the
transactions contemplated hereby.  Until the termination of this
Agreement pursuant to Section 16.1
below, each Selling Shareholder agrees not to transfer any Target Securities,
unless each transferee to which any of such Target Securities, or any interest
in any of such Target Securities, is or may be transferred shall have executed
an agreement in form and substance reasonably satisfactory to Parent requiring
such transferee to abide by the covenants contained in this Section 11.4 on
the same basis as each Selling Shareholder.

     

    11.5           Warrant
Exercise.  The Surviving
Corporation shall pay to the Selling Shareholders 50% of all proceeds from
exercise of the Surviving Corporation’s warrants, up to but no more than
$5,000,000 (the “Warrant Exercise
Payout”). The Warrant Exercise Payout shall be paid to the Selling
Shareholders according to their pro rata share of the Target
Securities  immediately prior to the execution of this Agreement and
shall be paid within 3 Business Days of receipt of such proceeds.

     

    11.6           Employment
Agreements.  Prior to the
filing of the Registration Statement contemplated in Section 11.1(c)
above, forms of three-year employment agreements, which shall include one-year
non-competition clauses and other customary and mutually satisfactory
conditions, shall be finalized and agreed to by the Company and Alpha for agreed
upon individuals to assume agreed to corporate positions of the Surviving
Corporation upon the consummation of the Business Combination (the “Employment
Agreements”).

     

    11.7           Registration
Rights Agreement.  Prior to the
filing of the Registration Statement contemplated in Section 11.1(c)
above, the parties will negotiate and finalize a registration rights agreement
contemplating the registration of the Alpha Bermuda Shares received by the
shareholders of the Company pursuant to the Business Combination (the “Registration
Rights Agreement”). As a condition to the closing of the transactions
contemplated by this Agreement, Alpha Bermuda and the Selling Shareholders shall
enter into the Registration Rights Agreement.

     

    11.8           Voting
Agreement.  Prior to the
filing of the Registration Statement contemplated in Section 11.1(c)
above, the parties will negotiate and finalize a voting agreement contemplating
the voting of the shares of Alpha Bermuda owned by the Selling Shareholders and
Parent Sponsors after the Business Combination (the “Voting
Agreement”).

     

    11.9           Fiscal
Year.  Prior to the
Business Combination Effective Time, or as soon as practicable thereafter,
Parent shall change its fiscal year end to December 31.

     

    11.10         Directors
and Officers of Alpha Bermuda.  Immediately after
the Business Combination Effective Time, the board of directors of the Alpha
Bermuda, shall, unless otherwise mutually agreed by the Parent and the Company,
consist of seven (7) directors, including three (3) designees of the Parent (the
“Parent
Designees”), which shall initially be Steven M. Wasserman, Robert B.
Blaha and Gary E. Johnson, three (3) designees of the Company (the “Company
Designees”), which shall initially be Zhao Guangchun, Zhang Jinguo and
Zhao Benxi, and one (1) designee mutually agreed to by the Parent and Company
and the officers of Alpha Bermuda, which shall initially be Li
Lite.

     

    
      
        
        

      

      
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    ARTICLE
XII

    ADDITIONAL
AGREEMENTS

     

    12.1           No Claim
Against Trust Account.  The Company and
each Selling Shareholder hereby waive all rights against Parent to collect from
the Trust Account any moneys that may be owed to the Company or any Selling
Shareholder by Parent for any reason whatsoever, including but not limited to a
breach of this Agreement by Parent or any negotiations, agreements or
understandings with Parent (other than as a result of the consummation of the
Business Combination, pursuant to which the Company would have the right to
collect certain of the monies in the Trust Account), and will not seek recourse
against the Trust Account for any reason whatsoever.

     

    12.2           Access to
Information.

     

      
(a)           Except as
prohibited by applicable Law, each of Parent and Company shall afford the other
and its accountants, counsel and other representatives (the “Representatives”),
reasonable access during normal business hours during the period prior to the
Business Combination Effective Time to (i) all of such party’s and its
Subsidiaries’ properties, books, contracts, commitments and records, and (ii)
all other information concerning the business, properties and personnel of such
party and its Subsidiaries as the other party may reasonably
request.  Each of Parent and Company agrees to provide to the other
and its accountants, counsel and other Representatives copies of internal
financial statements promptly upon request.

     

     
(b)           Subject to
compliance with applicable Law, from the date hereof until
the  Business Combination Effective Time, each of Parent and Company
shall confer on a regular and frequent basis with one or more Representatives of
the other party to report operational matters of materiality and the general
status of ongoing operations.

     

      
(c)           Each of
Parent and Company shall provide the other, and the Company shall cause each of
the Subsidiaries to provide Parent and its Representatives reasonable access,
during normal business hours during the period prior to the Business Combination
Effective Time, to all of such party’s and its Subsidiaries’ Tax Returns and
other records and workpapers relating to Taxes, and shall also provide the
following information upon the request of the other party:  (i) a
schedule of the types of Tax Returns filed by Parent or Company, as applicable,
and in the case of the Company, each of its Subsidiaries in each taxing
jurisdiction, (ii) a schedule of the year of the commencement of the filing of
each such type of Tax Return, (iii) a schedule of all closed years with respect
to each such type of Tax Return filed in each jurisdiction, (iv) a schedule of
all Tax elections filed in each jurisdiction by Parent or Company, as
applicable, and in the case of the Company, each of its Subsidiaries, and (v)
receipts or other appropriate evidence for any Taxes paid to foreign Tax
Authorities.

     

    
      
        
        

      

      
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    12.3           Confidential
Information; Non-Solicitation or Negotiation.

     

      
(a)           Confidential
Information.  Except in connection with any dispute between the
parties and subject to any obligation to comply with (i) any applicable Law,
(ii) any rule or regulation of any Governmental Authority or securities
exchange, or (iii) any subpoena or other legal process to make information
available to the persons entitled thereto, whether or not the transactions
contemplated herein shall be concluded, all information obtained by any party
about any other, and all of the terms and conditions of this Agreement, shall be
kept in confidence by each party, and each party shall cause its stockholders,
directors, officers, managers, employees, agents and attorneys to hold such
information confidential.  Such confidentiality shall be maintained to
the same degree as such party maintains its own confidential information and
shall be maintained until such time, if any, as any such data or information
either is, or becomes, published or a matter of public knowledge; provided, however, that the
foregoing shall not apply to any information obtained by a party from a source
not known by such party to be bound by a confidentiality agreement with, or
other contractual, legal or fiduciary obligation of confidentiality to, the
other party, nor to any information obtained by a party which is generally known
to others engaged in the trade or business of such party.  In the
event a party to this Agreement becomes legally compelled to disclose any such
information, it shall promptly provide the others with written notice of such
requirement so that the other parties to this Agreement may seek a protective
order or other remedy.  If this Agreement shall be terminated for any
reason, the parties shall return or cause to be returned to the others all
written data, information, files, records and copies of documents, worksheets
and other materials obtained by such parties in connection with this
Agreement.

     

      
(b)           No
Solicitation or Negotiation by Company or the Selling
Shareholders.  Unless and until this Agreement is terminated,
the Company, each officer and director thereof and each of the Selling
Shareholders shall not and shall not suffer or permit their directors, officers,
stockholders, employees, Representatives, agents, investment bankers, advisors,
accountants or attorneys of the Company, to initiate or solicit, directly or
indirectly, any inquiries or the making of any offer or proposal that
constitutes or would be reasonably expected to lead to a proposal or offer
(other than by the Parent) for an stock purchase, asset acquisition, merger,
consolidation or other business combination involving the Company or any
proposal to acquire in any manner a direct or indirect substantial equity
interest in, or all or any substantial part of the assets of, the Company (a
“Company
Alternative Proposal”) from any person and/or entity, or engage in
negotiations or discussions relating thereto or accept any Company Alternative
Proposal, or make or authorize any statement, recommendation or solicitation in
support of any Company Alternative Proposal.  The Company and the
Selling Shareholders shall notify the Parent of the receipt of any such
inquiries, offers or proposals (including the terms and conditions of any such
offer or proposal, the identity of the person and/or entity making it and a copy
of any written Company Alternative Proposal), as promptly as practicable, and
shall keep the Parent informed of the status and details of any such inquiry,
offer or proposal.  The Company and the Selling Shareholders shall
immediately terminate any existing solicitation, activity, discussion or
negotiation with any person and/or entity hereafter conducted by them or by any
officer, employee, director, stockholder or other representative thereof with
respect to the foregoing.

     

    
      
        
        

      

      
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(c)           No
Solicitation or Negotiation by Parent.  The Parent shall not
take (or authorize or permit any investment banker, financial advisor, attorney,
accountant or other Person retained by or acting for or on behalf of Parent to
take) directly or indirectly, any action to initiate, assist, solicit,
negotiate, or encourage any offer, inquiry or proposal from any
Person:  (i) relating to the acquisition by Parent of that Person
(regardless of the structure of any such acquisitions) or any affiliate of that
Person, or (ii) take any other action that is inconsistent with the
Transactions and that has the effect of avoiding the Closing contemplated
hereby.  In addition, Parent will immediately cease any and all
existing activities, discussions or negotiations with any parties conducted
heretofore with respect to any of the actions set forth in the preceding
sentence, if applicable.  Parent will promptly (i) notify the
Company and the Selling Shareholders if Parent or its affiliates and
representatives receives any such proposal or inquiry or request for information
in connection with such proposal and (ii) notify the Company and the
Selling Shareholders of the significant terms and conditions of any such
proposal including the identity of the party making the proposal.

     

    12.4           Disclosure
of Certain Matters.  From the date
hereof through the Closing Date, Parent shall give the Company and the Selling
Shareholders, and Company and the Selling Shareholders shall give Parent, prompt
written notice of any event or development that occurs that (a) is of a
nature that, individually or in the aggregate, would have or reasonably be
expected to have a Material Adverse Effect on Parent in the first instance, or
on the Company in the second instance, or (b) would require any amendment
or supplement to the Proxy/Prospectus.

     

    12.5           Regulatory
and Other Authorizations; Notices and Consents.  Subject to the
rights contained in Section 16.1(c)
below, each of Parent and the Company shall use its commercially reasonable
efforts to obtain all authorizations, consents, orders and approvals of all
Governmental Authorities and officials that may be or become necessary for its
execution and delivery of, and the performance of its obligations pursuant to,
this Agreement and the other documents to which it is a party and will cooperate
fully with each other in promptly seeking to obtain all such authorizations,
consents, orders and approvals (and in such regard use commercially reasonable
efforts to cause the relevant Governmental Authorities to permit the other party
and/or its counsel to participate in the conversation and correspondence with
such Governmental Authorities together with Parent or Company counsel, as
applicable).

     

    12.6           Public
Disclosure.  Unless otherwise
permitted by this Agreement, Parent and the Company shall consult with each
other before issuing any press release or otherwise making any public statement
or making any other public (or non-confidential) disclosure (whether or not in
response to an inquiry) regarding the terms of this Agreement and the
transactions contemplated hereby, and neither shall issue any such press release
or make any such statement or disclosure without the prior approval of the other
(which approval shall not be unreasonably withheld), except as may be required
by Law, in which case the party proposing to issue such press release or make
such public statement or disclosure shall use its commercially reasonable
efforts to consult with the other party before issuing such press release or
making such public statement or disclosure.

     

    12.7           Consents;
Cooperation.
Subject to the rights contained in Section 16.1(c)
below:

     

      
(a)           each of
Parent, Alpha Arizona and Alpha Bermuda upon the Conversion, shall promptly
apply for or otherwise seek, and use its reasonable best efforts to obtain, all
consents and approvals required to be obtained by it for the consummation of the
Merger and Conversion.

     

    
      
        
        

      

      
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(b)           each of
Parent, Alpha Arizona and the Company shall promptly apply for or otherwise
seek, and use its reasonable best efforts to obtain, all consents and approvals
required to be obtained by it for the consummation of the Share
Exchange.  The Company shall use its reasonable best efforts to obtain
all necessary consents, waivers and approvals under any of its Material Company
Contracts for the assignment thereof in connection with the Business Combination
or otherwise.

     

    12.8           Legal
Requirements and Further Assurances.  Each of Parent,
Alpha Arizona, Alpha Bermuda after the Conversion and the Company will, and will
cause their respective subsidiaries to, (i) take all commercially reasonable
actions necessary to comply promptly with all Legal Requirements which may be
imposed on them with respect to the consummation of the transactions
contemplated by this Agreement and will promptly cooperate with and furnish
information to any party hereto necessary in connection with any such
requirements imposed upon such other party in connection with the consummation
of the transactions contemplated by this Agreement, (ii) will take all
commercially reasonable actions necessary to obtain (and will cooperate with the
other parties hereto in obtaining) any consent, approval, order or authorization
of, or any registration, declaration or filing with, any Governmental Authority
or other person, required to be obtained or made in connection with the taking
of any action contemplated by this Agreement, (iii) use its commercially
reasonable efforts to effectuate the transactions contemplated hereby and to
fulfill and cause to be fulfilled the conditions to closing under this
Agreement, and (iv) at the reasonable request of another party hereto, execute
and deliver such other instruments and do and perform such other acts and things
as may be necessary or desirable for effecting completely the consummation of
this Agreement and the transactions contemplated hereby. For the avoidance of
doubt, the Company’s and the Selling Shareholder’s obligations under this Section 12.8 is
specifically subject to its rights under Section 16.1(c) below
and the Company and the Selling Shareholders will not be required to consent to
any course of action that contemplates a closing of the Business Combination
beyond the date specified in Section 16.1(c),
unless otherwise agreed to.

     

    12.9           Estimates,
Projections and Forecasts.  Parent acknowledges and agrees that
neither the Company nor the Selling Shareholders is making or has made any
representations or warranties whatsoever with respect to any estimates,
projections or other forecasts and plans (including the reasonableness of the
assumptions underlying such estimates, projections or forecasts) regarding the
Company, its business, the Chinese soy market or any other matters.  Parent
acknowledges and agrees that there are uncertainties inherent in attempting to
make any estimates, projections or other forecasts and plans, that Parent is
familiar with such uncertainties, that Parent is taking full responsibility for
making its own evaluation of the adequacy and accuracy of all estimates,
projections and other forecasts and plans (including the reasonableness of the
assumptions underlying such estimates, projections and forecasts), and that
Parent has no claim against the Company or the Selling Shareholders, or anyone
else, with respect thereto.

     

    12.10         Transfer
Taxes.  All transfer, sales, use, stamp, registration and other
such Taxes and all conveyance fees (including any penalty and interest)
(collectively, “Transfer
Taxes”) incurred in connection with the consummation of the Business
Combination shall be borne by the Alpha Parties. All necessary Tax Returns with
respect to Transfer Taxes that are required to be filed with any Governmental
Authority shall be the sole responsibility of the Alpha Parties, and the Selling
Shareholders, if required, shall join in the execution of any such Tax
Returns.  The parties shall cooperate with each other in the filing of
all Tax Returns with respect to Transfer Taxes with any Governmental Authority
in any jurisdiction other than those set forth hereinabove.

    


    
      
        
        

      

      
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    ARTICLE
XIII

    CONDITIONS
TO CLOSE

     

    13.1           Conditions
Precedent to the Obligation of the Parent to Close

     

    The
obligations of Parent to consummate and effect this Agreement and the
transactions contemplated hereby shall be subject to the satisfaction at or
prior to the Business Combination Effective Time of each of the following
conditions, (any of which may be waived, in writing, by Parent, with the
exception of the conditions set forth in Sections 13.1(a), (b),
(c) and (d)):

     

      
(a)           Approval
by Alpha Board.  The Merger shall
have been approved by the Alpha Board in accordance with Section 253 of the DGCL
and the board of directors shall have approved the terms and conditions of the
Merger.

     

      
(b)           Approval
by Alpha’s Stockholders.  The Merger and
the Conversion shall have been approved by a majority of the issued and
outstanding Common Stock, voting as a group, in accordance with Section 253 of
the DGCL and other applicable Laws, and this Agreement and the Share Exchange
shall have been approved by the affirmative vote of the holders of a majority of
the shares of Common Stock sold in Alpha’s initial public offering voted at the
meeting in accordance with the Amended and Restated Certificate of Incorporation
and Bylaws of the Parent and the corresponding corporate formation documents of
Alpha Arizona and Alpha Bermuda (together, the “Alpha Constituent
Instruments”), and the aggregate number of shares of Common Stock held by
public stockholders of Alpha who exercise their redemption rights with respect
to their Common Stock in accordance with Alpha’s Amended and Restated Articles
of Incorporation shall not constitute thirty-five percent (35%) or more of the
Common Stock sold in the IPO.

     

      
(c)           Company
Shareholder Approval.  This Agreement and the transactions
contemplated hereby shall have been approved and adopted by the Company and all
of the shareholders of the Company.

     

      
(d)           Execution
and Non-Repudiation.  All parties to
the Ancillary Agreements shall have executed such agreements and none of the
parties thereto shall have repudiated or challenged the enforceability of such
agreements.

     

      
(e)           Documents.  The
following documents to be delivered to the appropriate parties, in a form
acceptable to Parent:

     

       
 (i)           the
Lock-Up Agreements executed by each of the Selling Shareholders;

     

    
      
        
        

      

      
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(ii)          the Registration
Rights Agreement executed by Alpha Bermuda and the Selling
Shareholders;

     

        
(iii)         executed Plan of
Merger, by and between the Parent and Alpha Arizona;

     

        
(iv)         Certificate of Merger
with respect to the Merger to be filed in accordance with Delaware Law as of the
Merger Effective Time;

     

        
(v)          executed Articles
and Plan of Merger to be filed in accordance with ARS as of the Merger Effective
Time;

     

        
(vi)         documents required for
the transfer of domicile of Alpha Arizona pursuant to the ARS;

     

        
(vii)        documents required for the
issuance of a certificate of registration by way of continuation pursuant to the
Companies Act 1981 of Bermuda;

     

        
(viii)       one or more certificates of good
standing or equivalent under Singapore Law of the Company and each of the
Subsidiaries;

     

        
(ix)          the Employment
Agreements;

     

        
(x)           the Voting
Agreement;

     

       
(xi)          a legal opinion from
each of a law firm authorized to practice law under the Laws of Singapore,
reasonably acceptable to Parent, and Dorsey & Whitney LLP, in each case in
form and substance acceptable to the Parent; and

     

       
(xii)         such other documents
as the Parent may reasonably request for the purpose of (i) evidencing the
accuracy of any representation or warranty of the Selling Shareholders, the
Company or its Subsidiaries pursuant to Section 13.1(f),
(ii) evidencing the performance by the Company or its Subsidiaries of, or the
compliance by the Company or its Subsidiaries with, any covenant or obligation
required to be performed or complied with by the Company or its Subsidiaries,
(iii) evidencing the satisfaction of any condition referred to in this
Section 13.1, or
(iv) otherwise facilitating the consummation of any of the transactions
contemplated by this Agreement.

     

      
(f)           Representations,
Warranties and Covenants.  (i) The representations and
warranties of the Selling Shareholders and the Company in this Agreement shall
be true and correct in all material respects (except for such representations
and warranties that are qualified by their terms by a reference to materiality,
which representations and warranties as so qualified shall be true and correct
in all respects) both when made and on and as of the Business Combination
Effective Time as though such representations and warranties were made on and as
of such time (provided that those representations and warranties which address
matters only as of a particular date shall be true and correct as of such date)
and (ii) the Company and the Selling Shareholders shall have performed and
complied in all material respects with all covenants, obligations and conditions
of this Agreement required to be performed and complied with by it as of the
Business Combination Effective Time.

     

    
      
        
        

      

      
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(g)          Certificate
of Officer.  Parent shall have been provided with a certificate
executed on behalf of Company by its Executive Chairman and Chief Executive
Officer certifying that the conditions set forth in Section 13.1(f)
shall have been fulfilled.

     

      
(h)          Injunctions
or Restraints on Conduct of Business.  No temporary restraining
order, preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal or regulatory restraint provision limiting
or restricting Company’s or its Subsidiaries’ conduct or operation of the
business of Company and its Subsidiaries following the Merger shall be in
effect, nor shall any Proceeding brought by an administrative agency or
commission or other Governmental Authority, domestic or foreign, seeking the
foregoing be pending.

     

      
(i)           No
Proceedings.  Since the date of this Agreement, there must not
have been commenced or threatened against the Parent, Alpha Arizona, the
Company, Company’s Subsidiaries, the Selling Shareholders, or any affiliate
thereof, any Proceeding (which Proceeding remains unresolved as of the Business
Combination Effective Time) that may have the effect of preventing, delaying,
making illegal, or otherwise interfering with any of the transactions
contemplated hereby.

     

      
(j)           No
Material Adverse Changes.  There shall not have occurred any
Material Adverse Effect on the Company.

     

      
(k)          Governmental
Approvals.  Company and its Subsidiaries shall have timely
obtained from each Governmental Authority all approvals, waivers and consents,
if any, necessary for consummation of or in connection with this Agreement and
the transactions contemplated hereby.

     

      
(l)           2008 Net
Income.  The consolidated net income of the Company and its
Subsidiaries for the year ending December 31, 2008, as shown on the 2008
Financial Statements, shall have exceeded $11 million.

     

      
(m)          Insider
Purchases.  Insider Purchases pursuant to Section 11.3 above
shall have been fulfilled.

     

    13.2           Conditions
Precedent to the Obligation of the Company to Close.  The obligations
of Company to consummate and effect this Agreement and the transactions
contemplated hereby shall be subject to the satisfaction at or prior to the
Business Combination Effective Time of each of the following conditions, any of
which may be waived, in writing, by Company, with the exception of the
conditions set forth in Sections 13.2(a)-(c):

     

      
(a)           Approval
by Alpha Board.  The Merger shall
have been approved by the Alpha Board in accordance with Section 253 of the DGCL
and the board of directors shall have approved the terms and conditions of the
Merger.  The issuance of the Initial Equity Payment to the Selling
Shareholder shall have been approved by the Alpha Bermuda Board of Directors in
accordance with the Alpha Constituent Instruments.

     

    
      
        
        

      

      
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(b)           Approval
by Alpha’s Stockholders.  The Merger and
the Conversion shall have been approved by a majority of the issued and
outstanding Common Stock, voting as a group, in accordance with Section 253 of
the DGCL and other applicable Laws, and this Agreement and the Share Exchange
shall have been approved by the affirmative vote of the holders of a majority of
the shares of Common Stock sold in Alpha’s initial public offering voted at the
meeting in accordance with Alpha Constituent Instruments, and the aggregate
number of shares of Common Stock held by public stockholders of Alpha who
exercise their redemption rights with respect to their Common Stock in
accordance with the Alpha Constituent Instruments shall not constitute
thirty-five percent (35%) or more of the Common Stock sold in the Alpha initial
public offering.

     

      
(c)           Company
Shareholder Approval.  This Agreement and the Business
Combination shall have been approved and adopted by the Company and all of the
shareholders of the Company.

     

      
(d)           Representations,
Warranties and Covenants.  (i) The representations and
warranties of Parent and Alpha Arizona in this Agreement shall be true and
correct in all material respects (except for such representations and warranties
that are qualified by their terms by a reference to materiality which
representations and warranties as so qualified shall be true and correct in all
respects) both when made and on and as of the Business Combination Effective
Time as though such representations and warranties were made on and as of such
time (provided that those representations and warranties which address matters
only as of a particular date shall be true and correct as of such date) and
(ii) Parent, and Alpha Arizona shall have performed and complied in all
material respects with all covenants, obligations and conditions of this
Agreement required to be performed and complied with by them as of the Business
Combination Effective Time.

     

      
(e)           Certificate
of Officer.  The Company shall have been provided with a
certificate executed on behalf of Parent by its Chief Executive Officer and
Chief Financial Officer certifying that the conditions set forth in Section 13.2(d)
shall have been fulfilled.

     

      
(f)           Secretary’s
Certificate.  The Company shall have been provided with a
Secretary’s Certificate, dated the Closing Date, certifying attached copies of
(A) the Amended and Restated Certificate of Incorporation and Bylaws of the
Parent and the Articles of Incorporation and Bylaws of Alpha Arizona, (B) the
resolutions of the Board of Directors of the Parent approving this Agreement and
the transactions contemplated hereby; and (C) the incumbency of each authorized
officer of Parent and Alpha Arizona signing this Agreement and/or any other
agreement or instrument contemplated hereby to which Parent, and Alpha Arizona
is a party.

     

      
(g)           Execution
and Non-Repudiation.  All parties to
the Ancillary Agreements shall have executed such agreements and none of the
parties thereto shall have repudiated or challenged the enforceability of such
agreements.

     

      
(h)           Documents.  The
following documents to be delivered to the appropriate parties, in a form
acceptable to the parties:

     

       
 (i)           the
Lock-Up Agreements executed by each of the Selling Shareholders;

     

    
      
        
        

      

      
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    (ii)           the
Registration Rights Agreement executed by Alpha Bermuda and the Selling
Shareholders;

     

    (iii)         share
certificates evidencing the Alpha Bermuda Shares to be issued to the Selling
Shareholders;

     

    (iv)          executed
Plan of Merger, by and between the Parent and Alpha Arizona;

     

    (v)           Certificate
of Merger with respect to the Merger to be filed in accordance with Delaware Law
as of the Effective Time;

     

    (vi)          executed
Articles and Plan of Merger to be filed in accordance with ARS as of the
Effective Time;

     

    (vii)         documents
required for the issuance of a certificate of registration by way of
continuation pursuant to the Companies Act 1981 of Bermuda and the documents
required to be delivered by Alpha Bermuda under Section 6.2
above.

     

    (viii)     
  a certificate of good standing of the Parent in the State of
Delaware;

     

    (ix)          a
certificate of good standing of Alpha Arizona in the State of
Arizona;

     

    (x)           a
certificate of compliance of Alpha Bermuda from the Bermuda Registrar of
Companies;

     

    (xi)          an
opinion from Delaware counsel regarding the Parent having the requisite
corporate power and authority under Delaware Law to enter into this Agreement
and to consummate the transactions contemplated hereby, in form and substance
acceptable to the Company;

     

    (xii)         the
Voting Agreement;

     

    (xiii)        a
legal opinion from each of a law firm authorized to practice law under the Laws
of Arizona and the Laws of Bermuda, reasonably acceptable to the Company, and
Loeb & Loeb LLP, in each case in reasonable and customary form and substance
typical in transactions of the type contemplated by the Agreement;
and

     

    (xiv)    
   such other documents as the Company may reasonably request for
the purpose of (i) evidencing the accuracy of any representation or warranty of
the Parent and Alpha Arizona pursuant to Section 13.2(d),
(ii) evidencing the performance by the Parent and Alpha Arizona of, or the
compliance by the Parent and Alpha Arizona with, any covenant or obligation
required to be performed or complied with by the Parent and Alpha Arizona, (iii)
evidencing the satisfaction of any condition referred to in this Section 13.2, or
(iv) otherwise facilitating the consummation of any of the transactions
contemplated by this Agreement.

     

    
      
        
        

      

      
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(i)           Closing
Cash Requirement.  Alpha Bermuda’s consolidated cash position,
less its current liabilities (giving effect to any and all credit facilities
available to Alpha Bermuda), immediately after the Closing Date and giving
effect to (i) the cash payments contemplated in Section 5.1(a), (ii)
any expenses related to the exercise of the redemption rights of the
shareholders of Alpha pursuant to Alpha’s Amended and Restated Certificate of
Incorporation in relationship to the Business Combination, and (iii) the payment
of the brokers’ and finders’ fees referred to in Section 9.18 herein;
but excluding the effects of any cash or assets of the Company that became the
cash or assets of the Surviving Corporation after the Closing pursuant to the
Business Combination; shall be at least $10 million.

     

      
(j)           Injunctions
or Restraints on Conduct of Business.  No temporary restraining
order, preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal or regulatory restraint provision limiting
or restricting Parent’s conduct or operation of the business of Parent and its
Subsidiaries, following the Merger shall be in effect, nor shall any Proceeding
brought by an administrative agency or commission or other Governmental
Authority, domestic or foreign, seeking the foregoing be pending.

     

      
(k)           No
Material Adverse Changes.  There shall not have occurred any
Material Adverse Effect on Parent and there shall have been no decrease in the
amount of funds in the Trust Account from that reflected in Section 9.23,
other than permitted deductions as defined under Parent’s Amended and Restated
Certificate of Incorporation.

     

      
(l)           No
Proceedings.  Since the date of this Agreement, there must not
have been commenced or threatened against the Parent, Alpha Arizona, the
Company, the Company’s Subsidiaries, any Selling Shareholder, or against any
affiliate thereof, any Proceeding (which Proceeding remains unresolved as of the
Effective Time) (a) involving any challenge to, or seeking damages or other
relief in connection with, any of the transactions contemplated hereby, or (b)
that may have the effect of preventing, delaying, making illegal, or otherwise
interfering with any of the transactions contemplated hereby.

     

     
(m)           Governmental
Approvals.  Parent, Alpha Arizona and Alpha Bermuda shall have
timely obtained from each Governmental Authority all approvals, waivers and
consents, if any, necessary for consummation of or in connection with this
Agreement and the transactions contemplated hereby.

     

      
(n)           Notice to
Trustee.  Parent shall,
concurrent with the Closing, deliver to the trustee of the Trust Account
instructions to disburse on the Closing Date the monies in the Trust Account in
accordance with the documents governing the Trust Account.

     

      
(o)           Resignations.  Effective as of
the Closing, the directors and officers of Parent who are not continuing
directors and the officers of Alpha Bermuda will have resigned and the copies of
the resignation letters of such directors and officers shall have been delivered
to Alpha Bermuda and the Company, and such resigning directors and officers
shall have no claim for employment compensation in any form from Parent except
for any reimbursement of outstanding expenses existing as of the date of such
resignation.

     

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

     

      
(q)           Alternext
Listing.  Parent shall have maintained its status as a company
whose common stock is listed on the Alternext and no reason shall exist as to
why such status shall not continue immediately following the
Closing.

     

    
      
        
        

      

      
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(r)           SEC
Actions.  No formal or
informal SEC investigation or Proceeding shall have been initiated by the SEC
against either Parent or the Parent Sponsors or any of their officers or
directors.

     

    ARTICLE
XIV

    POST-CLOSING
COVENANTS

     

    14.1           D&O Insurance.

     

      
(a)           Alpha
Bermuda shall purchase (to the extent available in the market) a tail liability
insurance policy, covering those Persons who are currently covered by the
Parent’s directors and officers’ liability insurance policy relating to all
actions or events prior to the Closing, for the coverage available at a price
per annum determined by the Combined Board (the “Tail Coverage
Amount”) with coverage in amount and scope at least as favorable to such
Persons as the Parent’s existing coverage (or the maximum amount that may be
purchased for up to the Tail Coverage Amount), which tail policy shall continue
for at least three (3) years following the Closing; provided, however, that
Alpha Bermuda shall not be required to pay annual premiums for any such policy
in excess of the Tail Coverage Amount and, in the event any future annual
premiums for such policy exceeds such amount, Alpha Bermuda will be entitled to
reduce the amount of coverage of such policy to the amount of coverage that can
be obtained for an annual premium equal to the Tail Coverage
Amount.  This Section 14.1(a) and
the covenants made hereunder shall survive the Closing and are expressly
intended to be for the benefit of, and shall be enforceable by, each of the
former or present directors and officers of the Parent and their respective
heirs and legal representatives.

     

      
(b)           Alpha
Bermuda shall purchase (to the extent available in the market) a tail liability
insurance policy, covering those Persons who are currently covered by the
Company’s directors and officers’ liability insurance policy relating to all
actions or events prior to the Closing, for the coverage available at a price of
up to the Tail Coverage Amount with coverage in amount and scope at least as
favorable to such Persons as the Company’s existing coverage (or the maximum
amount that may be purchased for up to the Tail Coverage Amount), which tail
policy shall continue for at least three (3) years following the Closing;
provided, however, that Alpha Bermuda shall not be required to pay annual
premiums for any such policy in excess of the Tail Coverage Amount and, in the
event any future annual premiums for such policy exceeds such amount, Alpha
Bermuda will be entitled to reduce the amount of coverage of such policy to the
amount of coverage that can be obtained for an annual premium equal to the Tail
Coverage Amount.  This Section 14.1(b) and
the covenants made hereunder shall survive the Closing and are expressly
intended to be for the benefit of, and shall be enforceable by, each of the
former or present directors and officers of the Company and their respective
heirs and legal representatives.


    
      
         


      

      
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    14.2       Tax
Matters.  The Alpha Parties
and the Selling Shareholders shall cooperate fully in the defense of any audit,
examination, litigation or other proceeding (each, a “Tax
Proceeding”).  Such cooperation shall include, but shall not be
limited to, the retention and (upon the other party’s request) the provision of
records and information that are reasonably relevant to any Tax Proceeding and
making employees available on a mutually convenient basis to provide additional
information and explanation of any material provided hereunder.  The
Alpha Parties and the Selling Shareholders agree (A) to retain all books and
records with respect to Tax matters pertinent to the Company and its
Subsidiaries until the expiration of the statute of limitations of the
respective taxable periods, and to abide by all record retention agreements
entered into with any Tax Authority, and (B) to give the other party reasonable
written notice prior to transferring, destroying or discarding any such books
and records and, if the other party so requests, allow the other party to take
possession of such books and records.

     

    ARTICLE
XV

    INDEMNIFICATION;
REMEDIES

     

    15.1       Survival.  All
representations, warranties, covenants, and obligations in this Agreement shall
survive for a period of one year following the earlier of the termination of
this Agreement or the Business Combination Effective Time, except that any
representations and warranties relating to Taxes shall survive until sixty (60)
days after the expiration of any applicable statutes of limitation (including
any waivers or extensions thereof) (the “Survival
Period”).  The right to indemnification, payment of damages or
other remedy based on such representations, warranties, covenants, and
obligations will not be affected by any investigation conducted with respect to,
or any knowledge acquired (or capable of being acquired) at any time, whether
before or after the execution and delivery of this Agreement or the Closing
Date, with respect to the accuracy or inaccuracy of or compliance with, any such
representation, warranty, covenant, or obligation.  The waiver of any
condition based on the accuracy of any representation or warranty, or on the
performance of or compliance with any covenant or obligation, will not affect
the right to indemnification, payment of damages, or other remedy based on such
representations, warranties, covenants, and obligations.

     

    15.2       Indemnification
by the Selling Shareholders.

     

    (a)           From
the Closing until the expiration of the Survival Period, the Selling
Shareholders shall, subject to the terms hereof, indemnify and hold harmless the
Surviving Corporation and its subsidiaries, affiliates, officers, directors,
employees, agents, successors and assigns (each a “Company
Indemnified Party”) from and against any liabilities, losses, claims,
damages, fines, penalties, expenses or Taxes (including costs of investigation
and defense and reasonable attorneys’ fees incurred in connection with such
matters and any action hereunder to enforce the provisions of this Article XV)
(collectively, “Damages”)
arising, directly or indirectly, from or in connection with:

     

    (i)           any
breach of any representation or warranty made by the Company or any Selling
Shareholder in this Agreement or in any certificate delivered by the Company or
any Selling Shareholder pursuant to this Agreement;


    
      
         


      

      
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    (ii)           any
breach by the Company, or the Selling Shareholders, of its covenants or
obligations in this Agreement; or

     

    (iii)           the
operation of the business of the Company and its Subsidiaries, prior to
the  Business Combination Effective Time, other than as disclosed in
this Agreement.

     

    (b)           All
claims of Company Indemnified Party pursuant to this Section 15.2
shall be entitled to be brought by Steven M. Wasserman or his designee (the
“Alpha
Designee”) on behalf of the Surviving Corporation and/or any person who
was a stockholder of Parent immediately prior to the Closing.

     

    (c)           The
Selling Shareholders will indemnify the Company Indemnified Parties for Damages
pursuant to Section 15.2(a)
only if the aggregate amount of all Damages for which Damages are allowed under
Section 15.2(a)
exceeds $500,000 (the “Basket
Amount”), in which case the Selling Shareholders will be liable only for
the amount of Damages exceeding the Basket Amount.

     

    (d)           The
maximum obligation of the Selling Shareholders to indemnify the Company
Indemnified Parties from and against Damages arising pursuant to Section 15.2(a)
of this Agreement shall not exceed $8,000,000 in the aggregate(the “Cap”).

     

    (e)           If
the Surviving Corporation has a direct claim for indemnification under Section 15.2(a),
the Alpha Designee will deliver, during the Survival Period, to the Selling
Shareholders one or more written notices of Damages promptly after discovery of
each Damage.  The Selling Shareholders will have no liability under
Section 15.2(a)
unless the written notices required by the preceding sentence are given during
the Survival Period.  Any written notice will state in reasonable
detail the basis for such Damages, the nature of such Damages for which
indemnification is sought and the amount of Damages claimed.  If the
Selling Shareholders notify the Alpha Designee that the Selling Shareholders do
not dispute the claim described in such notice or fails to notify the Alpha
Designee within 45 Business Days after delivery of such notice by the Alpha
Designee whether the Selling Shareholders dispute the claim described in such
notice, the Damages in the amount specified in the Alpha Designee’s notice will
be admitted by the Selling Shareholders, and the Selling Shareholders will pay
the amount of the Damages to the Alpha Designee.  If the Selling
Shareholders have timely disputed their liability with respect to such claim,
the Selling Shareholders and the Alpha Designee will proceed in good faith to
negotiate a resolution of such dispute.  If a claim for
indemnification has not been resolved within 60 days after delivery of the Alpha
Designee’s notice, either party may seek judicial recourse.  In the
event that (i) the Alpha Designee does not deliver to the Selling
Shareholders written notice of a claim promptly after its discovery of Damages
or (ii) such written notice inaccurately or incompletely describes the
basis or nature of the Damages, each as required by this Section 15.2(e),
then the Selling Shareholders’ obligation to indemnify the Surviving Corporation
pursuant to Section 15.2(a)
shall be reduced to the extent the Alpha Designee’s failure to provide prompt,
accurate and complete written notice has prejudiced the Selling
Shareholders.

     

    (f)           The
Selling Shareholders will pay the amount of any Damages to the Alpha Designee
within 15 days following the determination of the Selling Shareholders’
liability for and the amount of the Damages (whether such determination is made
pursuant to the procedures set forth in this Section 15.2, by
agreement between the Selling Shareholders and the Alpha Designee, by
arbitration award or by final adjudication).


    
      
         


      

      
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    (g)           The
Selling Shareholders shall not be liable to any of the Company Indemnified
Parties pursuant to Section 15.2(a)
as a result of any action taken by Parent or the Surviving Corporation after the
Business Combination Effective Time, or to the extent to which Parent or such
Company Indemnified Party could have, with reasonable efforts, mitigated or
prevented the Damages with respect to such breach.

     

    15.3       Indemnification
by the Surviving Corporation.

     

    (a)           From
the Closing until the expiration of the Survival Period, the Surviving
Corporation shall, subject to the terms hereof, indemnify and hold harmless the
Selling Shareholders and their respective subsidiaries, affiliates, officers,
directors, employees, agents, successors and assigns (each a “Parent
Indemnified Party”) from and against any Damages arising, directly or
indirectly, from or in connection with:

     

    (i)           any
breach of any representation or warranty made by Parent in this Agreement or in
any certificate delivered by Parent pursuant to this Agreement;

     

    (ii)           any
breach by Parent of its covenants or obligations in this
Agreement; or

     

    (iii)           the
operation of the business of Parent and its Subsidiaries, prior to the Business
Combination Effective Time, other than as disclosed in this
Agreement.

     

    (b)           All
claims of the Parent Indemnified Parties pursuant to this Section 15.3
shall be entitled to be brought by Wei Chang Leow or his designee (the “Soya
Designee”) on behalf of the Parent Indemnified Party.

     

    (c)           The
Surviving Corporation will indemnify the Parent Indemnified Parties for Damages
pursuant to Section 15.3(a)
only if the aggregate amount of all Damages for which Damages are allowed under
Section 15.3(a)
exceeds the Basket Amount, in which case the Surviving Corporation will be
liable only for the amount of Damages exceeding the Basket Amount.

     

    (d)           The
maximum obligation of the Surviving Corporation to indemnify the Parent
Indemnified Parties from and against Damages arising pursuant to Section 15.3(a)
of this Agreement shall not exceed the Cap.


    
      
         


      

      
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    (e)           If
the Parent Indemnified Parties have a direct claim for indemnification under
Section 15.3(a),
the Soya Designee will deliver, during the Survival Period, to the Surviving
Corporation, one or more written notices of Damages promptly after discovery of
each Damage.  The Surviving Corporation will not have any liability
under Section 15.3(a)
unless the written notices required by the preceding sentence are given during
the Survival Period.  Any written notice will state in reasonable
detail the basis for such Damages, the nature of such Damages for which
indemnification is sought and the amount of Damages claimed.  If the
Surviving Corporation notifies the Soya Designee that the Surviving Corporation
does not dispute the claim described in such notice or fails to notify the Soya
Designee within 45 Business Days after delivery of such notice by the Soya
Designee whether the Surviving Corporation disputes the claim described in such
notice, the Damages in the amount specified in the Soya Designee’s notice will
be admitted by the Surviving Corporation and the Surviving Corporation will pay
the amount of the Damages to the Soya Designee.  If the Surviving
Corporation has timely disputed its liability with respect to such claim,
Surviving Corporation and the Soya Designee will proceed in good faith to
negotiate a resolution of such dispute.  If a claim for
indemnification has not been resolved within 60 days after delivery of the Soya
Designee’s notice, any party may seek judicial recourse.  In the event
that (i) the Soya Designee does not deliver to the Surviving Corporation
written notice of a claim promptly after its discovery of Damages or
(ii) such written notice inaccurately or incompletely describes the basis
or nature of the Damages, each as required by this Section 15.3(e),
then the Surviving Corporation’s obligation to indemnify the Parent Indemnified
Parties pursuant to Section 15.3(a)
shall be reduced to the extent the Soya Designee’s failure to provide prompt,
accurate and complete written notice has prejudiced the Surviving
Corporation.

     

    (f)           The
Surviving Corporation will pay the amount of any Damages to the Soya Designee
within 15 days following the determination of the Surviving Corporation’s
liability for and the amount of the Damages (whether such determination is made
pursuant to the procedures set forth in this Section 15.3, by
agreement between the Surviving Corporation and the Soya Designee, by
arbitration award or by final adjudication).

     

    (g)           The
Surviving Corporation shall not be liable to any of the Parent Indemnified
Parties pursuant to Section 15.3(a)
as a result of any action taken by Alpha Arizona after the business Combination
Effective Time, or to the extent to which such Parent Indemnified Party could
have, with reasonable efforts, mitigated or prevented the Damages with respect
to such breach.

     

    15.4       Third
Party Action.

     

    (a)           From
the Closing until the expiration of the Survival Period, the Selling
Shareholders and the Surviving Corporation, as applicable (the “Indemnifying
Party”), will indemnify, defend and hold harmless the Company Indemnified
Parties and the Parent Indemnified Parties, as applicable (collectively, the
“Indemnified
Parties”), against any Damages arising from any litigation instituted by
any third party with respect to any Damages arising pursuant to Section 15.2(a)
or 15.3(a), as
applicable (any such third party action or proceeding being referred to as a
“Third
Party Action”).  An Indemnified Party will give the
Indemnifying Party prompt written notice of the commencement of a Third Party
Action.  The complaint or other papers pursuant to which the third
party commenced such Third Party Action will be attached to such written
notice.  In the event that (i) a Indemnified Party does not
deliver to the Indemnifying Party prompt written notice of a Third Party Claim
promptly after commencement or (ii) fails to attach the entire complaint or
all of the other papers pursuant to which the third party commenced such Third
Party Action, each as required by this Section 15.4(a),
then the Indemnifying Party’s obligation to indemnify the Indemnified Party
pursuant to this Section 15.4(a)
shall be reduced to the extent the Indemnified Party’s failure to provide
prompt, accurate and complete written notice has prejudiced the Indemnifying
Party.


    
      
         


      

      
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    (b)           The
Indemnifying Party will be entitled to contest and defend such Third Party
Action on behalf of any Indemnified Party.  Notice of the intention to
so contest and defend will be given by the Indemnifying Party to the requesting
Indemnified Party within 20 Business Days after the Indemnified Party’s notice
of such Third Party Action (but, in all events, at least five Business Days
prior to the date that a response to such Third Party Action is due to be
filed).  Such contest and defense will be conducted by reputable
attorneys retained by the Indemnifying Party.  An Indemnified Party
will be entitled at any time, at its own cost and expense, to participate in
such contest and defense and to be represented by attorneys of its own
choosing.  If the Indemnified Party elects to participate in such
defense, the Indemnified Party will cooperate with the Indemnifying Party in the
conduct of such defense.  An Indemnified Party will cooperate with the
Indemnifying Party to the extent reasonably requested by the Indemnifying Party
in the contest and defense of such Third Party Action, including providing
reasonable access (upon reasonable notice) to the books, records and employees
of the Indemnified Party if relevant to the defense of such Third Party
Action.

     

    (c)           Neither
the Indemnified Party nor the Indemnifying Party may concede, settle or
compromise any Third Party Action without the consent of the other party, which
consents will not be unreasonably withheld.

     

    ARTICLE
XVI

    TERMINATION,
AMENDMENT AND WAIVER

     

    16.1       Termination.  At any time prior
to the Business Combination Effective Time, whether before or after approval of
the matters presented in connection with the Business Combination by the
stockholders of Company, this Agreement may be terminated:

     

    (a)           by
mutual written consent of Parent and Company;

     

    (b)           by
either Parent or Company, if, at the Alpha Stockholders Meeting (including any
adjournments thereof), (i) the Merger shall fail to be approved by a majority of
the outstanding Common Stock, voting as a group, in accordance with Section 253
of the DGCL, and/or (ii) this Agreement and the Share Exchange contemplated
hereby shall fail to be approved and adopted by the affirmative vote of the
holders of a majority of the shares of Common Stock sold in the IPO voted at the
meeting in accordance with Alpha Constituent Instruments, or (iii) the aggregate
number of shares of Common Stock held by public stockholders of Alpha who
exercise their redemption rights with respect to their Common Stock in
accordance with the Alpha Constituent Instruments shall constitute thirty-five
percent (35%) or more of the Common Stock sold in the IPO;

     

    (c)           by
either Parent or Company, if, without fault of the terminating party, the
Closing shall not have occurred on or before March 28, 2009, or such later date
as may be agreed upon in writing by the parties hereto. For the avoidance of
doubt, the Company and the Selling Shareholders may terminate this Agreement on
March 28, 2009 and will not be required to consent to any course of action
that contemplates a closing of the Business Combination beyond March 28,
2009;


    
      
         


      

      
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    (d)           by
Parent, if the Company or any Selling Shareholders breaches any of its
representations, warranties or obligations hereunder to an extent that would
cause any of the conditions set forth in Section 13.1(f)
not to be satisfied and such breach shall not have been cured within ten (10)
Business Days of receipt by Company or any Selling Shareholders of written
notice of such breach (and Parent is not in material breach of any of its
representations and warranties or covenants hereunder, which breach is not
cured);

     

    (e)           by
Company, if Parent breaches any of its representations, warranties or
obligations hereunder to an extent that would cause the condition set forth in
Section 13.2(d)
not to be satisfied and such breach shall not have been cured within ten (10)
Business Days of receipt by Parent of written notice of such breach (and the
Company is not in material breach of any of its representations and warranties
or covenants hereunder, which breach is not cured); or

     

    (f)           by
either Parent or Company if (i) any permanent injunction or other order of a
court or other competent authority preventing the consummation of the Business
Combination shall have become final and nonappealable or (ii) the required
approval of the stockholders of Company shall not have been obtained by reason
of the failure to obtain the required vote upon a vote held at a duly held
meeting of stockholders or at any adjournment thereof (provided that the right
to terminate this Agreement under this subsection (ii) shall not be
available to Parent or Company where the failure to obtain such stockholder
approval shall have been caused by the action or failure to act of Parent or
Company and such action or failure constitutes a breach by Parent or Company of
this Agreement).

     

    16.2       Effect of
Termination.  In the event of
termination of this Agreement as provided in Section 16.1,
this Agreement shall forthwith become void and there shall be no liability or
obligation on the part of Parent, Company, the Selling Shareholders, or their
respective officers, directors, stockholders or affiliates, except to the extent
otherwise provided; provided that, the provisions of Section 12.3
(Confidentiality), Section 16.3
(Expenses and Termination Fees) and this Section 16.2,
and Article
XVII, shall remain in full force and effect and survive any termination
of this Agreement.  Nothing herein shall relieve any party from
liability in connection with a breach by such party of the representations,
warranties or covenants of such party to this Agreement.

     

    16.3       Expenses
and Termination Fees.

     

    (a)           Subject
to subsection (b) of this Section 16.3,
whether or not the Business Combination is consummated, all costs and expenses
(including transfer and other similar Taxes) incurred in connection with this
Agreement and the transactions contemplated hereby (including, without
limitation, the fees and expenses of its advisers, accountants and legal
counsel) shall be paid by the party incurring such expense.

     

    (b)           In
the event this Agreement is terminated by the Parent pursuant to subsection (d)
of Section 16.1 and
such breach of representations and warranties or covenants resulted in the
failure of any of the conditions set forth in Sections 13.1(c),
(f), (h), (i), and (k), in all cases
pursuant to the willful breach or misconduct of the Company or the Selling
Shareholders, then, the Company shall immediately upon notice thereof pay to the
Parent a one-time termination fee of U.S.$2.5 million in addition to reimbursing
the Parent for all reasonable out-of-pocket fees and expenses incurred by Parent
in connection with entering into and the transactions contemplated by this
Agreement. (“Termination
Fee”).


    
      
         


      

      
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    16.4       Amendment.  The Boards of
Directors of the Parent and the Company and the Selling Shareholders, may cause
this Agreement to be amended at any time by execution of an instrument in
writing signed on behalf of each of the parties hereto; provided that an
amendment made subsequent to adoption of the Agreement by the stockholders of
Parent or Company shall not (i) alter or change the amount or kind of
consideration to be received on conversion of the Parent Common Stock (except
with the consent of the holders of a majority of Parent Common Stock) or the
Target Securities (except with the consent of the holders of majority of the
Target Securities), (ii) alter or change any term of the Memorandum of
Continuance or By-laws of Alpha Bermuda, or (iii) alter or change any of the
terms and conditions of the Agreement if such alteration or change would
materially adversely affect the holders of Target Securities.

     

    16.5       Extension;
Waiver.  At any time prior
to the Business Combination Effective Time any party hereto may, to the extent
legally allowed, (i) extend the time for the performance of any of the
obligations or other acts of the other parties hereto, (ii) waive any
inaccuracies in the representations and warranties made to such party contained
herein or in any document delivered pursuant hereto and (iii) waive compliance
with any of the agreements or conditions for the benefit of such party contained
herein.  Any agreement on the part of a party hereto to any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such party.

     

    ARTICLE
XVII

    GENERAL
PROVISIONS

     

    17.1       No
Fractional Shares.  No fractional
shares of Alpha Arizona Securities shall be issued in connection with the Merger
and no fractional shares of Alpha Bermuda Securities shall be issued in
connection with the Conversion.  No certificates or scrip for any such
fractional shares shall be issued.  Any shareholder of Alpha
Securities who would otherwise be entitled to receive a fraction of a share of
Alpha Arizona Securities and/or Alpha Bermuda Securities (after aggregating all
fractional shares of Alpha Arizona Securities and/or Alpha Bermuda Securities
issuable to such holder) shall, in lieu of such fraction of a share, be paid in
cash the dollar amount (rounded to the nearest whole cent), without interest,
determined by multiplying such fraction by the closing bid price of a share of
Alpha Bermuda Securities on Alternext, or such other public trading market on
which Alpha Bermuda Securities may be trading at such time, at the Conversion
Effective Time.

     

    17.2       Lost,
Stolen or Destroyed Certificates.  In the event any
certificates representing the Alpha Securities shall have been lost, stolen or
destroyed, Alpha Bermuda shall issue in exchange for such lost, stolen or
destroyed certificates upon the making of an affidavit of that fact by the
holder thereof, such shares of Alpha Bermuda Securities, as may be required;
provided, however, that Alpha
Bermuda may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificates to
deliver a bond in such sum as it may reasonably direct as indemnity against any
claim that may be made against Alpha Bermuda with respect to the certificates
alleged to have been lost, stolen or destroyed.


    
      
         


      

      
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    17.3       Withholding
Rights.  Alpha Bermuda shall be entitled to deduct and withhold
from the number of shares of Alpha Bermuda Securities or cash otherwise
deliverable under this Agreement, such amounts as Alpha Bermuda reasonably
determines are required to be deducted and withheld with respect to such
delivery and payment under the Code or any provision of state, local, provincial
or foreign tax law.  To the extent that any amounts are so withheld
all appropriate evidence of such deduction and withholding, including any
receipts or forms required in order for the Person with respect to whom such
deduction and withholding occurred to establish the deduction and withholding
and payment to the appropriate authority as being for its account with the
appropriate authorities shall be delivered to the Person with respect to whom
such deduction and withholding has occurred, and such withheld amounts shall be
treated for all purposes as having been delivered and paid to the Person
otherwise entitled to the Alpha Bermuda Securities or cash in respect of which
such deduction and withholding was made by Alpha
Bermuda.  Notwithstanding the foregoing, Alpha Bermuda, at its option,
may require any such amounts required to be deducted and withheld to be
reimbursed in cash to Alpha Bermuda prior to the issuance of the Alpha Bermuda
Securities pursuant hereto.

     

    17.4       Notices.  All notices and
other communications hereunder shall be in writing and shall be deemed given if
delivered personally or by commercial delivery service, or mailed by registered
or certified mail (return receipt requested) or sent via facsimile (with
confirmation of receipt) to the parties at the following address (or at such
other address for a party as shall be specified by like notice):

     

    (a)          if
to Parent, to:

     

    Alpha
Security Group Corporation

    328 West
77th
Street

    New York,
New York

    Attention:  Steven
Wasserman, Chief Executive Officer and President

     

    with a
copy (which shall not constitute notice to Parent) to:

     

    Loeb &
Loeb LLP

    345 Park
Avenue

    New York,
New York 10154

    Attention:  Mitchell S.
Nussbaum, Esq.

    Facsimile
No.:  (212) 407-4000

    Telephone
No.:  (212) 407-4990

     

    (b)          if
to the Company or the Selling Shareholders, to:

    Soya
China Pte. Ltd.

    50
Raffles Place #11-05A

    Singapore
Land Tower

    Singapore
048623

    Attention:
Leow Wei Chang, Chief Financial Officer

     

    with a
copy (which shall not constitute notice to the Company) to:


    
      
         


      

      
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    Dorsey
& Whitney LLP

    Suite
3008, One Pacific Place

    88
Queensway

    Hong
Kong

    Attention:
Liza Mark, Esq.

    Facsimile
No.: (852) 2524-3000

    Telephone
No.: (852) 2526-5000

     

    17.5       Interpretation/Definitions.  When a reference
is made in this Agreement to Exhibits or Schedules, such reference shall be to
an Exhibit or Schedule to this Agreement unless otherwise
indicated.  The words “include,” “includes” and “including” when used
herein shall be deemed in each case to be followed by the words “without
limitation.” The phrase “made available” in this Agreement shall mean that the
information referred to has been made available if requested by the party to
whom such information is to be made available.  The headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.

     

    For the
purposes of this Agreement, the following terms shall have the following
definitions:

     

    “2008 Financial Statements”
shall have the meaning set forth in Section 11.1(b) of
the Agreement.

     

    “Actual Deferred Stock Payment
Statement” shall have the meaning set forth in Section 5.3(h)(i) of
the Agreement.

     

    “Adjusted Net Income” shall
have the meaning set forth in Section 5.2 of the
Agreement.

     

    “Agreement” shall have the
meaning set forth in the preamble to the Agreement.

     

    “Alpha” shall have the meaning
set forth in the preamble to the Agreement.

     

    “Alpha Arizona” shall have the
meaning set forth in the preamble to the Agreement.

     

    “Alpha Arizona Securities”
shall have the meaning set forth in the background to the
Agreement.

     

    “Alpha Arizona Shares” shall
have the meaning set forth in the background to the Agreement.

     

    “Alpha Arizona Stock Rights”
shall have the meaning set forth in the background to the
Agreement.

     

    “Alpha Bermuda” shall have the
meaning set forth in the background to the Agreement.

     

    “Alpha Bermuda Securities”
shall have the meaning set forth in the background to the
Agreement.


    
      
         


      

      
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    “Alpha Bermuda Shares” shall
have the meaning set forth in the background to the Agreement.

     

    “Alpha Bermuda Stock Rights”
shall have the meaning set forth in the background to the
Agreement.

     

    “Alpha Constituent Instruments”
shall have the meaning set forth in Section 13.1(b) of
the Agreement.

     

    “Alpha Designee” shall have the
meaning set forth in Section 15.2(b) of
the Agreement.

     

    “Alpha Parties” shall have the
meaning set forth in the background to the Agreement.

     

    “Alpha Securities” shall have
the meaning set forth in the background to the Agreement.

     

    “Alpha Shares” shall have the
meaning set forth in the background to the Agreement.

     

    “Alpha Stock Rights” shall have
the meaning set forth in the background to the Agreement.

     

    “Alternate Accounting Firm”
shall have the meaning set forth in Section 5.3(h)(iii)
of the Agreement.

     

    “Alternext” shall have the
meaning set forth in Section 4.4(a) of the
Agreement.

     

    “Ancillary Agreements” means
the Lock-Up Agreements, the Employment Agreements, the Registration Rights
Agreement and the Voting Agreement.

     

    “ARS” has the meaning set forth
in the background to the Agreement.

     

    “Articles of Merger” shall have
the meaning set forth in Section 1.2 of the
Agreement.

     

    “Audited Financial Statements”
shall have the meaning set forth in Section 11.1(a) of
the Agreement.

     

    “Auditor” shall have the
meaning set forth in Section 5.3(h)(iii)
of the Agreement.

     

    “Basket Amount” shall have the
meaning set forth in Section 15.2(c) of
the Agreement.

     

    “Business Combination” shall
have the meaning set forth in Section
6.1.

     

    “Business Combination Effective
Time” shall have the meaning set forth in Section 6.1 of the
Agreement.

     

    “Business Day” means a day
(excluding Saturdays, Sundays and public holidays) on which commercial banks are
generally open for banking business in the United States and Hong
Kong.

     

    “Cap” shall have the meaning
set forth in Section
15.2(d) of the Agreement.


    
      
         


      

      
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    “Certificate of Merger” shall
have the meaning set forth in the Section 1.2 of the
Agreement.

     

    “Certificates” shall have the
meaning set forth in Section 4.3(a) of the
Agreement.

     

    “Closing Date” shall have the
meaning set forth in Section 6.1 of the
Agreement.

     

    “Closing” shall have the
meaning set forth in Section 6.1 of the
Agreement.

     

    “Code” shall have the meaning
set forth in Section
8.16(e) of this Agreement.

     

    “Combined Board” shall have the
meaning set forth in Section 3.6 of the
Agreement.

     

    “Common Stock” shall have the
meaning set forth in the background to the Agreement.

     

    “Company” shall have the
meaning set forth in the preamble to the Agreement.

     

    “Company Alternative Proposal”
shall have the meaning set forth in Section 12.3(b) of
the Agreement.

     

    “Company Authorizations” shall
have the meaning set forth in Section 8.13 of the
Agreement.

     

    “Company Balance Sheet Date”
shall have the meaning set forth in Section 8.9 of the
Agreement.

     

    “Company Designees” shall have
the meaning set forth in Section 11.10 of the
Agreement.

     

    “Company Disclosure Schedule”
shall have the meaning set forth in Article VIII of the
Agreement.

     

    “Company Financial Statements”
shall have the meaning set forth in Section 11.1(a) of
the Agreement.

     

    “Company Indemnified Party”
shall have the meaning set forth in Section 15.2(a) of
the Agreement.

     

    “Company Intellectual Property”
shall have the meaning set forth in Section 8.15 of the
Agreement.

     

    “Conversion Effective Time”
shall have the meaning set forth in Section 2.2 of the
Agreement.

     

    “Conversion” shall have the
meaning set forth in the background to the Agreement.

     

    “Damages” shall have the
meaning set forth in Section 15.2(a) of
the Agreement.


    
      
         


      

      
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    “Deferred Stock Payments” shall
have the meaning set forth in Section 5.3 of the
Agreement.

     

    “DGCL” shall have the meaning
set forth in the background to the Agreement.

     

    “Disposition” shall have the
meaning set forth in Section 7.12 of the
Agreement.

     

    “Employment Agreements” shall
have the meaning set forth in Section 11.6 of the
Agreement.

     

    “Environment” means soil, land
surface or subsurface strata, surface waters (including navigable waters, ocean
waters, streams, ponds, drainage basins, and wetlands), groundwaters, drinking
water supply, stream sediments, ambient air (including indoor air), plant and
animal life, and any other environmental medium or natural
resource.

     

    “Environmental Law” means any
Legal Requirement that requires or relates to:

     

    (A)           advising
appropriate authorities, employees, and the public of intended or actual
releases of pollutants or hazardous substances or materials, violations of
discharge limits, or other prohibitions and of the commencements of activities,
such as resource extraction or construction, that could have significant impact
on the Environment;

     

    (B)           preventing
or reducing to acceptable levels the release of pollutants or hazardous
substances or materials into the Environment;

     

    (C)           reducing
the quantities, preventing the release, or minimizing the hazardous
characteristics of wastes that are generated;

     

    (D)           assuring
that products are designed, formulated, packaged, and used so that they do not
present unreasonable risks to human health or the Environment when used or
disposed of;

     

    (E)           protecting
resources, species, or ecological amenities;

     

    (F)           reducing
to acceptable levels the risks inherent in the transportation of hazardous
substances, pollutants, oil, or other potentially harmful
substances;

     

    (G)           cleaning
up pollutants that have been released, preventing the threat of release, or
paying the costs of such clean up or prevention; or

     

    making
responsible parties pay private parties, or groups of them, for damages done to
their health or the Environment, or permitting self-appointed representatives of
the public interest to recover for injuries done to public assets.

     

    “Escrow Agreement” shall have
the meaning set forth in Section 5.2 of the
Agreement.

     

    “Escrowed Shares” shall have
the meaning set forth in Section 5.2 of the
Agreement.

     

    “Exchange Act” shall have the
meaning set forth in Section 5.2 of the
Agreement.


    
      
         


      

      
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    “Governmental Authority” shall
have the meaning set forth in Section 8.6 of the Agreement.

     

    “Governmental Order” means any
order, writ, judgment, injunction, decree, stipulation, determination or award
entered by or with any Governmental Authority.

     

    “Incentive Plan Proposal” shall
have the meaning set forth in Section 11.1(c) of
the Agreement.

     

    “Indemnified Parties” shall
have the meaning set forth in Section 15.4(a) of
the Agreement.

     

    “Indemnifying Party” shall have
the meaning set forth in Section 15.4(a) of
the Agreement.

     

    “Initial Equity Payment” shall
have the meaning set forth in Section 5.1(a) of the
Agreement.

     

    “Insider Purchases” shall have
the meaning set forth in Section 11.3 of the
Agreement.

     

    “Insider Purchase Commitment
Amount” shall have the meaning set forth in Section 11.3 of the
Agreement.

     

    “Insider Warrants” shall have the
meaning set forth in Section 9.2(a) of the
Agreement.

     

    “Interim Financial Statements”
shall have the meaning set forth in Section 11.1(a) of
the Agreement.

     

    “Initial Financial Statement Delivery
Date” shall have the meaning set forth in Section 11.1(a) of
the Agreement.

     

    “IPO” shall have the meaning
set forth in Section
9.2(a) of the Agreement.

     

    “Key Operating Agreement” shall
have the meaning set forth in Section 8.1(b) of the
Agreement.

     

    “Knowledge Persons” shall have
the meaning set forth in Article VIII of the
Agreement.

     

    “knowledge” shall have the
meaning set forth in Article VIII of the
Agreement.

     

    “Law” means any federal,
national, supranational, state, provincial, local or similar statute, law,
ordinance, regulation, rule, code, order, requirement or rule of law (including
common law).

     

    “Legal Requirement” means any
federal, state, local, municipal, provincial, foreign or other Law, statute,
constitution, principle of common law, resolution, ordinance, code, edict,
decree, rule, regulation, ruling or requirement issued, enacted, adopted,
promulgated, implemented or otherwise put into effect by or under the authority
of any Governmental Authorities (or under the authority of any national
securities exchange upon which Alpha Securities are then listed or
traded).


    
      
         


      

      
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    “Liens” means any liens,
security interests, pledges, equities and claims of any kind, voting interests,
shareholder agreements and other encumbrances.

     

    “Lock-Up Agreement” shall have
the meaning set forth in Section 7.12 of the
Agreement.

     

    “Material Adverse Effect” shall
have the meaning set forth in Article VIII of the
Agreement.

     

    “Material Company Contract”
shall have the meaning set forth in Section 8.21(a) of
the Agreement.

     

    “Merger” shall have the meaning
set forth in the background to the Agreement.

     

    “Merger Effective Time” shall
have the meaning set forth in Section 1.2 of the
Agreement.

     

    “Merger Form 8-K” shall have
the meaning set forth in Section 11.2 of the
Agreement.

     

    “Money Laundering Laws” shall
have the meaning set forth in Section 8.24 of the
Agreement.

     

    “Objection Notice” shall have
the meaning set forth in Section 5.3(b)(ii) of
the Agreement.

     

    “Objection Period” shall have
the meaning set forth in Section 5.3(b)(ii) of
the Agreement.

     

    “Parent” shall have the meaning
set forth in the preamble to the Agreement.

     

    “Parent Balance Sheet” shall
have the meaning set forth in Section 9.9 of the
Agreement.

     

    “Parent Balance Sheet Date”
shall have the meaning set forth in Section 9.8 of the
Agreement.

     

    “Parent Board” means the board
of directors of the Parent prior to the Merger.

     

    “Parent Designees” shall have
the meaning set forth in Section 11.10 of the
Agreement.

     

    “Parent Disclosure Schedule”
shall have the meaning set forth in Article IX of the
Agreement.

     

    “Parent Financial Statements”
shall have the meaning set forth in Section 9.6 of the
Agreement.

     

    “Parent Indemnified Party”
shall have the meaning set forth in Section 15.3(a) of
the Agreement.

     

    “Parent Material Contract”
shall have the meaning set forth in Section 9.27(a) of
the Agreement.


    
      
         


      

      
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    “Parent SEC Documents” shall
have the meaning set forth in Section 9.6 of the
Agreement.

     

    “Parent Sponsors” means Steven
M. Wasserman.

     

    “Parent Warrants” shall have
the meaning set forth in Section 9.2(a) of the
Agreement.

     

    “Percentage Allocation” shall
have the meaning set forth in Section 5.3(a) of the
Agreement.

     

    “Person” or “person” means an individual,
partnership, operation, joint venture, unincorporated organization, cooperative
or a governmental entity or agency thereof.

     

    “PRC” means the People’s
Republic of China.

     

    “Press Release” shall have the
meaning set forth in Section 11.2 of the
Agreement.

     

    “Proceeding” shall have the
meaning set forth in Section 8.11 of the
Agreement.

     

    “Proposed Deferred Stock Payment
Statement” shall have the meaning set forth in Section 5.3(h)(i) of
the Agreement.

     

    “Proxy/Prospectus” shall have
the meaning set forth in Section 9.5 of the
Agreement.

     

    “Registration Rights
Agreement” shall have the meaning set forth in Section 11.7 of the
Agreement.

     

    “Representatives” shall have
the meaning set forth in Section 12.2(a) of
the Agreement.

     

    “Reviewing Party” shall have
the meaning set forth in Section 5.3(h)(iii)
of the Agreement.

     

    “Sale of the Business” shall
have the meaning set forth in Section 5.3(i) of the
Agreement.

     

    “Sarbanes-Oxley Act” shall have
the meaning set forth in Section 9.7 of the
Agreement.

     

    “SEC” shall have the meaning
set forth in Section
7.12 of the Agreement.

     

    “Securities Act” shall have the
meaning set forth in Section 7.7 of the
Agreement.

     

    “Selling Shareholder” or “Selling Shareholders” shall
have the meaning set forth in the preamble to the Agreement.

     

    “Selling Shareholders’ Required
Approvals” shall have the meaning set forth in Section 7.5 of the
Agreement.

     

    “Share Exchange” shall have the
meaning set forth in the background to the Agreement.

     

    “Soya Designee” shall have the
meaning set forth in Section 15.3(b) of
the Agreement.


    
      
         


      

      
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    “Special Meeting” shall have
the meaning set forth in Section 11.1(c) of
the Agreement.

     

    “Subsidiaries” shall have the
meaning set forth in Section 8.1(a) of the
Agreement.

     

    “Supplemental Financial Statement
Delivery Date” shall have the meaning set forth in Section 11.1(b) of
the Agreement.

     

    “Survival Period” shall have
the meaning set forth in Section 15.1 of the
Agreement.

     

    “Surviving Corporation” shall
have the meaning set forth in Section 2.1 of the
Agreement.

     

    “Tail Coverage Amount” shall
have the meaning set forth in Section 14.1 of the
Agreement.

     

    “Target” shall have the meaning
set forth in the preamble to the Agreement.

     

    “Target Balance Sheet” shall
have the meaning set forth in Section 8.7(c) of the
Agreement.

     

    “Target Financial Statements”
shall have the meaning set forth in Section 8.7(a) of the
Agreement.

     

    “Target Securities” shall have
the meaning set forth in the background to the Agreement.

     

    “Tax” or Taxes” shall have the meaning
set forth in Section
8.16(a) of the Agreement.

     

    “Tax Authority” shall have the
meaning set forth in Section 8.16(a) of
the Agreement.

     

    “Tax Proceeding” shall have the
meaning set forth in Section 14.2 of the
Agreement.

     

    “Tax Return” shall have the
meaning set forth in Section 8.16(a) of
the Agreement.

     

    “Taxable” shall have the
meaning set forth in Section 8.16(a) of
the Agreement.

     

    “Termination Fee” shall have
the meaning set forth in Section 16.3(b) of
the Agreement.

     

    “Third Party Action” shall have
the meaning set forth in Section 15.4(a) of the
Agreement.

     

    “Thresholds” shall have the
meaning set forth in Section 5.2 of the
Agreement.

     

    “Transactions” shall have the
meaning set forth in Section 6.1 of the
Agreement.

     

    “Transfer Taxes” shall have the
meaning set forth in Section 12.10 of the
Agreement.

     

    “Trust Account” shall have the
meaning set forth in Section 9.23 of the
Agreement.

     

    “U.S. GAAP” means generally
accepted accounting principles of the United States.


    
      
         


      

      
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    “Underwriter Option” shall have
the meaning set forth in Section 9.2(a) of the
Agreement.

     

    “Voting Agreement” shall have
the meaning set forth in Section 11.8 of the
Agreement.

     

    “Warrants” shall have the
meaning set forth in Section 9.2(a) of the
Agreement.

     

    “Warrant Exercise Payout” shall
have the meaning set forth in Section 11.5 of the
Agreement.

     

    17.6       Counterparts.  This Agreement
may be executed in one or more counterparts, including by facsimile or PDF, 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, it being understood that all parties need
not sign the same counterpart.

     

    17.7       Entire
Agreement; Nonassignability; Parties in Interest.  This Agreement
and the documents and instruments and other agreements specifically referred to
herein or delivered pursuant hereto, including the Exhibits, the Company
Disclosure Schedules and the Parent Disclosure Schedules (a) constitute the
entire agreement among the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof; (b) are not intended to
confer upon any other person any rights or remedies hereunder, except as set
forth herein; and (c) shall not be assigned, except by operation of law as a
result of the Merger, pursuant to Article I and the
Business Combination pursuant to Article II or as
otherwise specifically provided.  Notwithstanding the foregoing,
Parent shall have the right, without the consent of any other party, to assign
its rights to receive the Termination Fee hereunder to some or all of the
persons that, as of the date hereof, are holders of the Insider
Warrants.  No representations, warranties, inducements, promises or
agreements, oral or written, by or among the parties not contained herein shall
be of any force or effect.

     

    17.8       Severability.  If any provision
of this Agreement, or the application thereof, becomes or is declared by a court
of competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement will continue in full force and effect and the application of
such provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto.  The parties
further agree to replace such void or unenforceable provision of this Agreement
with a valid and enforceable provision that will achieve, to the extent
possible, the economic, business and other purposes of such void or
unenforceable provision.

     

    17.9       Remedies
Cumulative; Specific Performance.

     

    (a)           Except
as otherwise provided herein, any and all remedies herein expressly conferred
upon a party will be deemed cumulative with and not exclusive of any other
remedy conferred hereby, or by law or equity upon such party, and the exercise
by a party of any one remedy will not preclude the exercise of any other
remedy.  The parties agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise
breached.


    
      
         


      

      
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    (b)           It
is accordingly agreed that the parties hereto shall be entitled to seek an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any court of the
United States or any state having jurisdiction, this being in addition to any
other remedy to which they are entitled at law or in equity.

     

    17.10     Governing
Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to the Laws that might otherwise govern under
applicable principles of conflicts of law.  Each of the parties hereto
irrevocably consents to the exclusive jurisdiction of any court located within
the State of New York in connection with any matter based upon or arising out of
this Agreement or the matters contemplated herein, agrees that process may be
served upon them in any manner authorized by the Laws of the State of New York
for such persons and waives and covenants not to assert or plead any objection
which they might otherwise have to such jurisdiction and such
process.

     

    17.11     Rules of
Construction.  The parties
hereto agree that they have been represented by counsel during the negotiation,
preparation and execution of this Agreement and, therefore, waive the
application of any Law, regulation, holding or rule of construction providing
that ambiguities in an agreement or other document will be construed against the
party drafting such agreement or document.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
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    IN
WITNESS WHEREOF, each of the undersigned has caused this Agreement And Plan Of
Merger, Conversion And Share Exchange to be executed and delivered by their
respective officers, and individually, as applicable, thereunto duly authorized,
all as of the date first written above.



    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            ALPHA
      SECURITY GROUP CORPORATION

                                          
	 
	
                                            By:

                                          	

                                            /s/
      Steven M.
      Wasserman

                                          
	 
      	
                                            

                                              Name:
      Steven M. Wasserman

                                              Title:
      President

                                            

                                          
	 
      	
                                             

                                          
	 
      	 
      
	
                                            ALPHA
      ARIZONA CORP.

                                          
	 
	
                                            By:

                                          	

                                            /s/
      Steven M.
      Wasserman

                                          
	 
      	
                                            

                                              

                                                Name:
      Steven M. Wasserman

                                                Title:
      President

                                              

                                            

                                          
	 
      	
                                             

                                          
	 
      	 
      
	
                                            SOYA
      CHINA PTE LTD.

                                          
	 
	
                                            By:

                                          	/s/
      Zhao Guangchun
	 
      	
                                            

                                              Name:
      Zhao Guangchun 

                                                Title:
      Chairman

                                              

                                            

                                          
	 
      	
                                            

                                               

                                            

                                          
	 
      	 
      
	
                                            SELLING
      SHAREHOLDERS

                                             

                                            Splendid
      International Holdings Pte. Ltd.

                                          
	 
	
                                            By:

                                          	

                                            /s/
      Zhao Guangchun

                                          
	 
      	
                                            

                                              Name:
      Zhao Guangchun 

                                                Title:
      Director

                                              

                                            

                                          
	 
      	
                                             

                                          
	 
      	 
      
	
                                            Bright
      Strong Investments Limited

                                          
	 
	
                                            By:

                                          	

                                            /s/
      Zhao Benxi

                                          
	 
      	
                                            

                                              Name:
      Zhao Benxi

                                              Title:
      Director

                                            

                                          
	 
      	
                                             

                                          
	 
      	 
      
	
                                            Special
      Result Limited (BVI)

                                          
	 
	
                                            By:

                                          	

                                            /s/
      Edmund Tan

                                          
	 
      	
                                            

                                              Name:
      Edmund Tan

                                            

                                          
	 
      	
                                            

                                              Title:
      Director