(b) Access to Information.

(i) The Company will afford Purchaser and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of the Company during the period prior to the Closing to obtain all information concerning the business, including the status of product development efforts, properties, results of operations and personnel of the Company, as Purchaser may reasonably request. No information or knowledge obtained by Purchaser in any investigation pursuant to this Section 5.6 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement.

(ii) Purchaser will afford the Company and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of Purchaser during the period prior to the Closing to obtain all information concerning the business, including the status of business or product development efforts, properties, results of operations and personnel of Purchaser, as the Company may reasonably request. No information or knowledge obtained by the Company in any investigation pursuant to this Section 5.6 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement.

5.7 No Company Indebtedness. At the Closing, the Company shall have no indebtedness, whether for borrowed money, capital leases, or otherwise, except trade payables and operating leases incurred in the ordinary course of business.

5.8 Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including without limitation the consents referred to in Schedule 2.5 of the Company Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. This obligation shall include, on the part of Purchaser, sending a termination letter to Continental in substantially the form of the exhibit attached to the Investment Management Trust Account Agreement by and between the Purchaser and Continental dated as of August 11, 2008. In connection with and without limiting the foregoing, Purchaser and its board of directors and the Company and its board of directors shall, if any takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, use its best efforts to enable the transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Purchaser or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

5.9 Certain Claims. As additional consideration for the payment of the Purchase Consideration pursuant to this Agreement, the Shareholder hereby releases and forever discharges, effective as of the Closing Date, the Company and its directors, officers, employees and agents, from any and all rights, claims, demands, judgments, obligations, liabilities and damages, whether accrued or unaccrued, asserted or unasserted, and whether known or unknown arising out of or resulting from the Shareholder’s status as a holder of an equity interest in the Company.

5.10 No Securities Transactions. Neither the Company nor the Shareholder or any of their Affiliates, directly or indirectly, shall engage in any transactions involving the securities of Purchaser prior to the time of the making of a public announcement of the transactions contemplated by this Agreement. The Company shall use its best efforts to require each of its officers, directors, employees, agents and representatives to comply with the foregoing requirement.

5.11 No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company and the Shareholder acknowledge that they have read Purchaser’s final prospectus dated August 11, 2008 and understand that Purchaser has established the Trust Fund for the benefit of Purchaser’s public stockholders and that Purchaser may disburse monies from the Trust Fund only (a) to Purchaser’s public stockholders in the event they elect to convert their shares into cash in accordance with Purchaser’s Charter Documents and/or the liquidation of Purchaser or (b) to Purchaser in connection with and in furtherance of the consummation of a business combination. The Company and the Shareholder further acknowledge that, if the transactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by February 11, 2011, Purchaser will be obligated to return to its stockholders the amounts being held in the Trust Fund. Accordingly, the Company and the Shareholder, for themselves and their subsidiaries, directors, officers, employees, stockholders, representatives, advisors and all other associates and Affiliates, hereby waive all rights, title, interest or claim of any kind against Purchaser to collect from the Trust Fund any monies that may be owed to them by Purchaser for any reason whatsoever, including but not limited to a breach of this Agreement by Purchaser or any negotiations, agreements or understandings with Purchaser (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever. This paragraph will survive this Agreement and will not expire and will not be altered in any way without the express written consent of Purchaser, the Company and the Shareholder.

5.12 Disclosure of Certain Matters. Each of Purchaser, the Company and the Shareholder will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that would be reasonably likely to have a Material Adverse Effect on the Company, or (e) would require any amendment or supplement to the Proxy Statement. The parties shall have the obligation to supplement or amend the Company Schedule and the Purchaser Schedule (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to changes expressly contemplated by this Agreement or which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

5.13 Shareholder Obligations. The Shareholder shall repay to the Company, on or before the Closing, all direct and indirect indebtedness and other obligations owed by it to the Company, including the indebtedness and other obligations described in Schedule 2.22 and all other amounts owed by it to the Company.

5.14 Certain Financial Information. Within twenty (20) Business Days after the end of each month between the date hereof and the earlier of the Closing Date and the date on which this Agreement is terminated, the Company shall deliver to Purchaser unaudited consolidated financial statements of the Company for such month, including a balance sheet, statement of operations, statement of cash flows and statement of stockholders’ equity, that are certified as correct and complete by the Chief Executive Officer and Chief Financial Officer of the Company, prepared in accordance with the U.S. GAAP applied on a consistent basis to prior periods (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of the Company at the date thereof and the results of its operations and cash flows for the period indicated, except that such statements need not contain notes and may be subject to normal adjustments that are not expected to have a Material Adverse Effect on the Company.

5.15 Access to Financial Information. The Company will, and will cause its auditors to, (a) continue to provide Purchaser and its advisors full access to all of the Company’s financial information used in the preparation of its Audited Financial Statements and Unaudited Financial Statements and the financial information furnished pursuant to Section 5.14 and (b) cooperate fully with any reviews performed by Purchaser or its advisors of any such financial statements or information.

5.16 Purchaser Borrowings. Through the Closing, Purchaser shall be allowed to borrow funds from its directors, officers and/or stockholders to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of Purchaser in due course and repayable at Closing. The proceeds of such loans shall not be used for the payment of salaries, bonuses or other compensation to any of Purchaser’s directors, officers or stockholders.

5.17 Trust Fund Disbursement. Purchaser shall cause the Trust Fund to be disbursed to Purchaser and as otherwise contemplated by this Agreement immediately upon the Closing. All liabilities of Purchaser due and owing or incurred at or prior to the Closing Date shall be paid as and when due, including (i) in connection with the actions, agreements and financings undertaken under Section 5.23, (ii) as deferred underwriters’ compensation in connection with Purchaser’s initial public offering, (iii) for income tax or other tax obligations generated by the Trust Fund prior to Closing, (iv) repayment of loans and reimbursement of expenses to directors, officers and founding stockholders of Purchaser and (v) to third parties (e.g., professionals, printers, etc.) who have rendered services to Purchaser in connection with its operations and efforts to effect a business combination, including the transactions contemplated by this Agreement..

5.18 Financial Advisory Agreements. The Company shall cause all agreements for financial advisory, investment banking and other similar services to which it is a party to be terminated no later than the Closing with no obligations of the Company thereunder to remain in effect after the Closing. Any cost or expense incurred by the Company in connection with any such termination shall be borne solely by the Shareholder and not by the Company.

5.19 [Intentionally Omitted.]

5.20 Employment Agreements. Concurrently with the execution of this Agreement, each of the executives and employees of the Company listed on Schedule 5.20 shall have executed an employment agreement substantially in the form of Exhibit C annexed hereto and to be effective upon the Closing (collectively, the “Employment Agreements.”)

5.21 Investor Relations Team. As soon as practicable after the Closing, the Company shall hire suitable experienced persons mutually satisfactory to both Purchaser and the Company to comprise an internal public relations team for the Company and Purchaser.

5.22 Periodic Reports. Regardless of its status as a foreign private issuer under United States securities laws, from and after the Closing Date, Purchaser shall file with the Commission quarterly reports on Form 6-K that will include income statements, balance sheets and cash flow statements and will file other reports on Form 6-K as may be required.

5.23 Purchases of Purchaser Stock and Warrants. Notwithstanding anything to the contrary contained in this Agreement, from and after the date of this Agreement until the Closing, for purposes of achieving approval of the transactions contemplated by this Agreement by the stockholders of Purchaser, Purchaser and its Affiliates may, and shall be permitted to, seek, negotiate and enter into arrangements for the purchase, redemption, tender or assignment of currently outstanding shares of Purchaser Stock and/or Purchaser Warrants, declare lawful dividends to be effective immediately following the Effective Time or enter into similar or related arrangements and engage in related undertakings that would be consummated at, prior to or immediately following Closing and which may utilize a portion of the funds in the Trust Fund. Purchaser may secure a bridge loan or loans or similar credit facilities to finance the foregoing activities, in which case Purchaser’s obligations under such facilities shall be repaid at Closing from amounts in the Trust Fund. The Company and the Shareholder acknowledge that there is no minimum amount that must be in the Trust Fund after giving effect to the foregoing payments as a condition to their obligations to consummate the transactions contemplated by this Agreement.

5.24 Securities Listing. Purchaser and the Company shall use commercially reasonable efforts to obtain the listing for trading on the Nasdaq Stock Exchange of the Purchaser Stock and the Purchaser Warrants. If any such listing is not obtained by the Closing, the Parties shall continue to use their commercially reasonable best efforts after the Closing to obtain such listing. The Company shall not be required to infuse more than a nominal amount of capital to obtain such listing.

5.25 Audit and Review Rights. At its expense, upon written notice to the Shareholder at any time prior to the Closing, Purchaser may re-audit the Audited Financial Statements and the Audited Gaming Promoter Financial Statements and review the Unaudited Financial Statements, the Unaudited Gaming Promoter Financial Statements and the Proforma Financial Statements with an auditor of its selection. The Company and its auditors shall reasonably cooperate with Purchaser and its selected auditors to expedite the completion of any audit and/or review that may be made pursuant to this Section 5.25.

5.26 Charter Protections; Directors’ and Officers’ Liability Insurance.

(a) All rights to indemnification for acts or omissions occurring through the Closing Date now existing in favor of the current directors and officers of Purchaser as provided in the Charter Documents of Purchaser or in any indemnification agreements shall survive the Closing and shall continue in full force and effect in accordance with their terms.

(b) For a period of six (6) years after the Closing Date, Purchaser shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Purchaser (or policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous), with respect to claims arising from facts and events that occurred prior to the Closing Date.

(c) If Purchaser or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Purchaser assume the obligations set forth in this Section 5.26.

(d) The provisions of this Section 5.26 are intended to be for the benefit of, and shall be enforceable by, each Person who will have been a director or officer of Purchaser for all periods ending on or before the Closing Date and may not be changed without the consent of the Person who served as the Committee.

5.27 Bank and Chip Account Verification. Not less frequently than monthly, for all periods from August 18, 2009 through one year after the Closing Date, the Company will provide to Purchaser, for periods prior to the Closing, and to all members of the Company’s board of directors, for periods on and after the Closing, copies of all bank statements and monthly casino settlement statements and shall cooperate with the recipients to enable them to verify the information in such statements.

5.28 Restriction on Loans. From and after the Closing, the Company shall not make any loans or advances to any Affiliate or employee of Purchaser or the Company except for providing gaming chips to the Company’s VIP Rooms upon appropriate documentation.

5.29 Stock Issuance and Transfer Assistance. Purchaser shall provide all reasonable and necessary assistance to the Company and the Shareholder in connection with the issuance of shares of Purchaser Stock and Consideration Warrants pursuant to this Agreement and the transfer of any thereof as permitted by this Agreement, including without limitation preparation of stock powers and other transfer documents and coordination with Continental, as transfer agent and warrant agent, and other agents and fiduciaries.

5.30 Revised Profit Interest Agreements. On or before the Closing Date, the Profit Interest Agreements shall be amended to be substantially in the form of agreement annexed hereto as Exhibit D.

ARTICLE VI

CONDITIONS TO THE TRANSACTION

6.1 Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

(a) Purchaser Stockholder Approval. The Purchaser Stockholder Approval shall have been obtained by the requisite vote under the law of the Cayman Islands and Purchaser’s Charter Documents.

(b) Purchaser Stock. Holders of fewer than forty percent (40%) of the shares of Purchaser Stock issued in Purchaser’s initial public offering of securities and outstanding immediately before the Closing shall have exercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with Purchaser’s Charter Documents.

(c) Stock Quotation or Listing. The Purchaser Stock at the Closing will be listed for trading on the Nasdaq Stock Exchange, if the application for such listing is approved, or quoted on the OTC BB and there will be no action or proceeding pending or threatened against Purchaser by FINRA to prohibit or terminate the trading of Purchaser Stock or the trading thereof on the Nasdaq Stock Exchange or the quotation thereof on the OTC BB.

(d) No Order. No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting consummation of such transactions, substantially on the terms contemplated by this Agreement.

6.2 Additional Conditions to Obligations of the Company. The obligations of the Company and the Shareholder to consummate and effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company and the Shareholder:

(a) Representations and Warranties. Each representation and warranty of Purchaser contained in this Agreement that is (i) qualified as to materiality shall have been true and correct (A) as of the date of this Agreement and (B) subject to the provisions of the last sentence of Section 5.12, on and as of the Closing Date, with the same force and effect as if made on the Closing Date and (ii) not qualified as to materiality shall have been true and correct (A) as of the date of this Agreement and (B) subject to the provisions of the last sentence of Section 5.12, on and as of the Closing Date in all material respects, with the same force and effect as if made on the Closing Date. The Company shall have received a certificate with respect to the foregoing signed on behalf of Purchaser by an authorized officer of Purchaser (the “Purchaser Closing Certificate”).

(b) Agreements and Covenants. Purchaser shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, except to the extent that any failure to perform or comply (other than a willful failure to perform or comply or failure to perform or comply with an agreement or covenant reasonably within the control of Purchaser) does not, or will not, constitute a Material Adverse Effect with respect to Purchaser, and Purchaser Closing Certificate shall include a provision to such effect.

(c) No Litigation. No action, suit or proceeding shall be pending or threatened before any Governmental Entity which is reasonably likely to (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect materially and adversely or otherwise encumber the title of the shares of Purchaser Stock to be issued by Purchaser pursuant to this Agreement and no order, judgment, decree, stipulation or injunction to any such effect shall be in effect.

(d) Consents. Purchaser shall have obtained all consents, waivers and approvals required to be obtained by Purchaser in connection with the consummation of the transactions contemplated hereby, other than consents, waivers and approvals the absence of which, either alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Purchaser and Purchaser Closing Certificate shall include a provision to such effect.

(e) Material Adverse Effect. No Material Adverse Effect with respect to Purchaser shall have occurred since the date of this Agreement.

(f) Opinion of Counsel. The Company shall have received from Graubard Miller, Purchaser’s counsel, an opinion of counsel substantially in the form of Exhibit E annexed hereto.

(g) Resignations. The persons listed in Schedule 6.2(g) shall have resigned from all of their positions and offices with Purchaser.

(h) Trust Fund. Purchaser shall have made appropriate arrangements to have the Trust Fund, which shall contain no less than the amount referred to in Section 3.25, disbursed to Purchaser immediately upon the Closing and in accordance with Section 5.17.

(i) Employment Agreements. The Employment Agreements shall be in full force and effect and the executives thereunder shall be ready, willing and able to serve in the capacities provided for therein.

(j) SEC Reports. Immediately prior to Closing, Purchaser shall be in compliance with all reporting requirements under the Exchange Act.

(k) Other Deliveries. At or prior to Closing, Purchaser shall have delivered to the Company (i) copies of resolutions and actions taken by Purchaser's board of directors and stockholders in connection with the approval of this Agreement and the transactions contemplated hereunder, and (ii) such other documents or certificates as shall reasonably be required by the Company and its counsel in order to consummate the transactions contemplated hereunder.

6.3 Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate and effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Purchaser:

(a) Representations and Warranties. Each representation and warranty of the Company and the Shareholder contained in this Agreement that is (i) qualified as to materiality shall have been true and correct (A) as of the date of this Agreement and (B) subject to the provisions of the last sentence of Section 5.12, on and as of the Closing Date, with the same force and effect as if made on the Closing Date and (ii) not qualified as to materiality shall have been true and correct (A) as of the date of this Agreement and (B) subject to the provisions of the last sentence of Section 5.12, on and as of the Closing Date in all material respects, with the same force and effect as if made on the Closing Date. Purchaser shall have received a certificate with respect to the foregoing signed on behalf of the Company by an authorized officer of the Company and by the Shareholder (“Company Closing Certificate”).

(b) Agreements and Covenants. The Company and the Shareholder shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Closing Date except to the extent that any failure to perform or comply (other than a willful failure to perform or comply or failure to perform or comply with an agreement or covenant reasonably within the control of the Company) does not, or will not, constitute a Material Adverse Effect on the Company, and the Company Closing Certificate shall include a provision to such effect.

(c) No Litigation. No action, suit or proceeding shall be pending or threatened before any Governmental Entity which is reasonably likely to (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect materially and adversely the right of Purchaser to own, operate or control any of the assets and operations of the Company following the Closing and no order, judgment, decree, stipulation or injunction to any such effect shall be in effect.

(d) Consents. The Company shall have obtained all consents, waivers, permits and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby, other than consents, waivers and approvals the absence of which, either alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company and the Company Closing Certificate shall include a provision to such effect.

(e) Material Adverse Effect. No Material Adverse Effect with respect to the Company shall have occurred since the date of this Agreement.

(f) Opinion of Counsel. Purchaser shall have received from Ip Shing Hing, J.P., counsel to the Company, an opinion of counsel substantially in the form of Exhibit F.

(g) “Comfort” Letter. Purchaser shall have received a “comfort” letter in the customary form from the Company’s independent accountants dated the Closing Date with respect to certain financial statements and other information included in the Proxy Statement.

(h) Stockholder Obligations. The Shareholder shall have repaid to the Company, on or before the Closing, all direct and indirect indebtedness and obligations owed by them to the Company, including the indebtedness and other obligations described in Schedule 2.22 and all other amounts owed by it to the Company.

(i) Resignations. The Persons listed in Schedule 6.3(i) shall have resigned from their positions and offices with the Company.

(j) Derivative Securities. There shall be outstanding no options, warrants or other derivative securities or rights entitling the holders thereof to acquire shares of Company Stock or other securities of the Company.

(k) Revised Profit Interest Agreements. The Profit Interest Agreements shall have been revised to be substantially in the form of Exhibit D, the sales of the profit interests provided for thereunder to the Subsidiaries shall have been consummated and such agreements shall be in full force and effect.

(l) Other Agreements. The agreements listed on Schedule 6.3(l) shall be in full force and effect, as amended to the extent set forth in such schedule.

(m) Governmental Action/Filings; Approvals. All Governmental Action/Filings shall have been taken and made and all Approvals shall have been received that are necessary for consummation of the transactions contemplated by this Agreement and the operation of the businesses of the Company and the Gaming Promoters and shall be in full force and effect. Purchaser shall have received good standing certificates or equivalent documents from the appropriate governmental officers for the Company, each Subsidiary and each Gaming Promoter dated no more than thirty (30) days prior to the Closing Date.

(n) South Korea Operating Letter. Purchaser shall have received a letter from a reputable law firm indicating that the Company’s operations in South Korea will be permitted as currently contemplated.

(o) Other Deliveries. At or prior to Closing, the Company shall have delivered to Purchaser: (i) copies of resolutions and actions taken by the Company's board of directors and stockholders in connection with the approval of this Agreement and the transactions contemplated hereunder, and (ii) such other documents or certificates as shall reasonably be required by Purchaser and its counsel in order to consummate the transactions contemplated hereunder.

ARTICLE VII

INDEMNIFICATION

7.1 Indemnification of Purchaser.

(a) Subject to the terms and conditions of this Article VII (including without limitation the limitations set forth in Section 7.4), Purchaser, the Company and their respective representatives, successors and permitted assigns (the “Purchaser Indemnitees”) shall be indemnified, defended and held harmless by the Shareholder from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Purchaser Indemnitee by reason of, arising out of or resulting from:

(i) the inaccuracy or breach of any representation or warranty of the Shareholder or the Company contained in or made pursuant to this Agreement, any Schedule or any certificate delivered by the Shareholder or the Company to Purchaser pursuant to this Agreement with respect hereto or thereto in connection with the Closing;

(ii) the non-fulfillment or breach of any covenant or agreement of the Shareholder or the Company contained in this Agreement;

(iii) the operation of the Company prior to the Closing Date;

(b) As used in this Article VII, the term “Losses” shall include all losses, liabilities, damages, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable legal fees and expenses) including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not made by third parties or whether or not ultimately determined to be valid. Solely for the purpose of determining the amount of any Losses (and not for determining any breach) for which a Purchaser Indemnitee may be entitled to indemnification pursuant to Article VII, any representation or warranty contained in this Agreement that is qualified by a term or terms such as “material,” “materially,” or “Material Adverse Effect” shall be deemed made or given without such qualification and without giving effect to such words.

7.2 Indemnification of Third Party Claims. The indemnification obligations and liabilities under this Article VII with respect to actions, proceedings, lawsuits, investigations, demands or other claims brought against Purchaser by a Person other than the Shareholder or the Company (a “Third Party Claim”) shall be subject to the following terms and conditions:

(a) Notice of Claim. Purchaser will give the Shareholder prompt written notice after receiving written notice of any Third Party Claim or discovering the liability, obligation or facts giving rise to such Third Party Claim (a “Notice of Claim”) which Notice of Third Party Claim shall set forth (i) a brief description of the nature of the Third Party Claim, (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance, and the Shareholder shall be entitled to participate in the defense of Third Party Claim at its expense.

(b) Defense. The Shareholder shall have the right, at its option (subject to the limitations set forth in subsection 7.2(c) below) and at its own expense, by written notice to Purchaser, to assume the entire control of, subject to the right of Purchaser to participate (at its expense and with counsel of its choice) in, the defense, compromise or settlement of the Third Party Claim as to which such Notice of Claim has been given, and shall be entitled to appoint a recognized and reputable counsel reasonably acceptable to Purchaser to be the lead counsel in connection with such defense. If the Shareholder is permitted and elects to assume the defense of a Third Party Claim:

(i) the Shareholder shall diligently and in good faith defend such Third Party Claim and shall keep Purchaser reasonably informed of the status of such defense; provided, however, that Purchaser shall have the right to approve any settlement that requires any relief other than the payment of money in amounts not exceeding the amount of the Escrow Fund that is not reserved for the payment of unresolved Claims, which approval shall not be unreasonably delayed, withheld or conditioned; and

(ii) Purchaser shall cooperate fully in all respects with the Shareholder in any such defense, compromise or settlement thereof, including, without limitation, the selection of counsel, and Purchaser shall make available to the Shareholder all pertinent information and documents under its control.

(c) Limitations of Right to Assume Defense. The Shareholder shall not be entitled to assume control of such defense if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the Third Party Claim seeks an injunction or equitable relief against Purchaser; or (iii) there is a reasonable probability that a Third Party Claim may materially and adversely affect Purchaser other than as a result of money damages or other money payments.

(d) Other Limitations. Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data shall not constitute a defense (in whole or in part) to any Third Party Claim by Purchaser against the Shareholder and shall not affect the Shareholder’s duty or obligations under this Article VII, except to the extent (and only to the extent that) such failure shall have adversely affected the ability of the Shareholder to defend against or reduce Shareholder’s liability or caused or increased such liability or otherwise caused the damages for which the Shareholder is obligated to be greater than such damages would have been had Purchaser given the Shareholder prompt notice hereunder. So long as the Shareholder is defending any such action actively and in good faith, Purchaser shall not settle such action. Purchaser shall make available to the Shareholder all relevant records and other relevant materials required by Shareholder’s possession or under the control of Purchaser, for the use of the Shareholder and its representatives in defending any such action, and shall in other respects give reasonable cooperation in such defense.

(e) Failure to Defend. If the Shareholder, promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, Purchaser will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Shareholder shall have the right to approve any settlement, which approval will not be unreasonably delayed, withheld or conditioned.

(f) Purchaser’s Rights. Anything in this Section 7.2 to the contrary notwithstanding, the Shareholder shall not, without the written consent of Purchaser, settle or compromise any action or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to Purchaser of a full and unconditional release from all liability and obligation in respect of such action without any payment by Purchaser.

(g) Shareholder Consent. Unless the Shareholder has consented to a settlement of a Third Party Claim, the amount of the settlement shall not be a binding determination of the amount of the Loss and such amount shall be determined in accordance with the provisions of the Escrow Agreement.

7.3 Insurance Effect. To the extent that any Losses that are subject to indemnification pursuant to this Article VII are covered by insurance, Purchaser shall use commercially reasonable efforts to obtain the maximum recovery under such insurance; provided that Purchaser shall nevertheless be entitled to bring a claim for indemnification under this Article VII in respect of such Losses and the time limitations set forth in Section 7.4 hereof for bringing a claim of indemnification under this Agreement shall be tolled during the pendency of such insurance claim. The existence of a claim by Purchaser for monies from an insurer or against a third party in respect of any Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by the Shareholder. If Purchaser has received the payment required by this Agreement from the Shareholder in respect of any Loss and later receives proceeds from insurance or other amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Shareholder and shall pay to the Shareholder, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount received, up to the aggregate amount of any payments received from the Shareholder pursuant to this Agreement in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated.

7.4 Limitations on Indemnification.

(a) Survival; Time Limitation. The representations, warranties, covenants and agreements in this Agreement or in any writing delivered by the Company or the Shareholder to Purchaser in connection with this Agreement (including the certificate required to be delivered by the Company pursuant to Section 6.3(a)) and the obligation of the Shareholder to indemnify Purchaser Indemnitees pursuant to Section 7.1(a) shall survive the Closing until the expiration of the Escrow Period. Notwithstanding the foregoing, the representations, warranties and covenants of the Company and the Shareholder in each of Section 1.11 (Certain Shareholder Matters), Section 2.1(a) (Organization), Section 2.2(b) (Subsidiaries and Gaming Promoters), Section 2.3 (Capitalization) and Section 2.4 (Authority Relative to this Agreement) shall survive without limitation as to time and the representations, warranties and covenants of the Company and the Shareholder in each of Sections 2.14 (Title to Property) and 2.15 (Taxes) shall survive the Closing until the sixtieth day following the expiration of the applicable statute of limitations.

(b) No claim for indemnification under this Article VII shall be brought after the end of the relevant period specified in Section 7.4(a). Any claim made by a Purchaser Indemnitee that is required to be made and is made prior to the expiration of the Escrow Period or other relevant period specified in Section 7.4(a) shall be preserved despite the subsequent expiration of the Escrow Period or such other relevant period and any such claim set forth in a Notice of Claim sent prior to the expiration of the Escrow Period or such other relevant period shall survive until final resolution thereof.

(c) Deductible. No amount shall be payable under Article VII unless and until the aggregate amount of all indemnifiable Losses otherwise payable exceeds $100,000 (the “Deductible”) but thereafter shall be required to indemnify the Purchaser Indemnitees to the full extent of their Losses from the first dollar thereof. Notwithstanding the foregoing, Losses resulting with respect to the representations, warranties and covenants referred to in the next-to-last sentence of Section 7.4(a) (“Surviving Matters”) and payments required to be made pursuant to Section 7.1(a) shall not be included in the calculation of the Deductible and a Purchaser Indemnitee shall be entitled to indemnification with respect to such Losses and payments as though there were no Deductible.

(d) Shareholder Liability. Notwithstanding the Escrow Fund, the liability of the Shareholder pursuant to this Article VII shall not be limited to the amount of the Escrow Fund and shall extend to all Losses incurred by the Purchaser Indemnitees, subject only to the limitations specified in this Article VII.

7.5 Adjustment to Purchase Consideration. Amounts paid for indemnification under Article VII shall be deemed to be an adjustment to the Purchase Consideration, except as otherwise required by a Legal Requirement.

ARTICLE VIII

TERMINATION

8.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written agreement of Purchaser and the Shareholder at any time;

(b) by either Purchaser or the Shareholder if the transactions contemplated by this Agreement shall not have been consummated by the sixty-fifth day following the date of this Agreement (the “Termination Date”) for any reason; provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of such consummation to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;

(c) by either Purchaser or the Shareholder if a Governmental Entity shall have issued an order, decree, judgment or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, which order, decree, ruling or other action is final and nonappealable;

(d) by the Shareholder, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or if any representation or warranty of Purchaser shall have become untrue, in either case such that the conditions set forth in Article VI would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such breach by Purchaser is curable by Purchaser prior to the Closing Date, then the Shareholder may not terminate this Agreement under this Section 8.1(d) for thirty (30) days after delivery of written notice from the Shareholder to Purchaser of such breach, provided Purchaser continues to exercise commercially reasonable efforts to cure such breach (it being understood that the Shareholder may not terminate this Agreement pursuant to this Section 8.1(d) if it shall have materially breached this Agreement or if such breach by Purchaser is cured during such thirty (30)-day period);

(e) by Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or the Shareholder set forth in this Agreement, or if any representation or warranty of the Shareholder or the Company shall have become untrue, in either case such that the conditions set forth in Article VI would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such breach is curable by the Shareholder or the Company prior to the Closing Date, then Purchaser may not terminate this Agreement under this Section 8.1(e) for thirty (30) days after delivery of written notice from Purchaser to the Shareholder of such breach, provided the Shareholder and the Company continue to exercise commercially reasonable efforts to cure such breach (it being understood that Purchaser may not terminate this Agreement pursuant to this Section 8.1(e) if it shall have materially breached this Agreement or if such breach by the Shareholder or the Company is cured during such thirty (30)-day period);

(f) by Purchaser, if (i) the Audited Financial Statements and Unaudited Financial Statements have not been delivered to the Purchaser by October 15, 2009 or (ii) there is an adverse discrepancy of more than 5% in any material line item between the amounts for such line item in the Audited Financial Statements, the Audited Gaming Promoter Financial Statements, the Unaudited Financial Statements, the Unaudited Gaming Promoter Financial Statements or the Proforma Financial States and the amounts of such line item in such financial statements as re-audited or reviewed by Purchaser pursuant to Section 5.25 (provided that the right to terminate pursuant to this Section 8.1(f)(i) shall terminate at the time the Audited Financial Statements are and Unaudited Financial Statements are delivered);

(g) by either Purchaser or the Shareholder, if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Purchaser Stock required under Purchaser’s Charter Documents, or the holders of 40% or more of the number of shares of Purchaser Stock issued in Purchaser’s initial public offering and outstanding as of the date of the record date of the Special Meeting exercise their rights to convert the shares of Purchaser Stock held by them into cash in accordance with Purchaser’s Charter Documents;

(h) by Purchaser if the background checks procured by Purchaser regarding the management of the Company and the record and beneficial holders of equity securities of the Shareholder reports information on any such person that is materially derogatory and Purchaser has no reasonable reason for believing that such information is untrue; or

(i) by Purchaser, if, within fourteen (14) days after the date of this Agreement, the Company and the Shareholder have not delivered to Purchaser any schedules that are included within the Company Schedule at the time of execution of this Agreement or if any such schedules delivered to Purchaser within such fourteen (14) day period are unsatisfactory to Purchaser in any respect in Purchaser’s sole judgment. Purchaser’s right to terminate pursuant to this Section 8.1(i) shall terminate twenty (20) days after the date of this Agreement.

8.2 Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the transactions contemplated by this Agreement shall be abandoned, except for and subject to the following: (i) Sections 5.6(a), 5.11, 8.2 and 8.3 and Article X (General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any breach of this Agreement, including a breach by a party electing to terminate this Agreement pursuant to Section 8.1(b) caused by the action or failure to act of such party constituting a principal cause of or resulting in the failure of the Closing to occur on or before the date stated therein. Notwithstanding the foregoing provisions of this Section 8.2, if, on or prior to June 10, 2010:

(a) this Agreement is terminated by Purchaser pursuant to Section 8.1(b), the Company shall pay to Purchaser the sum of Two Million Dollars ($2,000,000) if the action or failure to act of the Company or the Shareholder has been the principal cause of or resulted in the failure of the consummation of the transactions contemplated by this Agreement to occur on or before the Termination Date. The Company’s obligation pursuant to this Section 8.2(a) has been guaranteed by Sang Heng Gaming Promotion Company Limited (“Sang Heng Gaming”) pursuant to the guaranty agreement delivered by Sang Heng Gaming to Purchaser concurrently with the execution of this Agreement.

(b) after receipt of the Purchaser Stockholder Approval, Purchaser nevertheless fails to close the transactions contemplated by this Agreement (other than (i) as a result of the holders of 40% or more of the number of shares of Purchaser Stock issued in Purchaser’s initial public offering and outstanding as of the date of the record date of the Special Meeting exercising their rights to convert the shares of Purchaser Stock held by them into cash in accordance with Purchaser’s Charter Documents or (ii) if the action or failure to act of the Company or the Shareholder has been the principal cause of or resulted in such failure) and Purchaser subsequently consummates a business combination with a party other than the Company, Purchaser shall pay to the Company the sum of Two Million Dollars ($2,000,000) upon consummation of such other business combination.

8.3 Fees and Expenses. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses whether or not the transactions contemplated by this Agreement are consummated; provided that, if this Agreement is terminated by Purchaser pursuant to Section 8.2(h), the Company and the Shareholder, on demand of Purchaser, shall promptly reimburse Purchaser for all expenses incurred by Purchaser, including reasonable attorneys’ fees and expenses, in connection with the negotiation and preparation of this Agreement and actions reasonably taken by Purchaser pursuant hereto and in enforcing its rights hereunder.

ARTICLE IX

DEFINED TERMS

Terms defined in this Agreement are organized alphabetically as follows, together with the Section and, where applicable, paragraph, number in which definition of each such term is located:

“AAA”	Section 10.12
“Advisor Agreement”	Section 2.17
“Affiliate”	Section 10.2(g)
“Agreement”	Heading
“Adjusted Net Income”	Section 1.7(a)
“Approvals”	Section 2.1(a)
“Audited Financial Statements”	Section 2.7(a)
“Audited Gaming Promoter Financial Statements	Section 2.7(e)
“Blue Sky Laws”	Section 1.11(b)
“Business Day”	Section 10.2(f)
“Charter Documents”	Section 2.1(a)
“Closing”	Section 1.4
“Closing Date”	Section 1.4
“Closing Press Release”	Section 5.4(b)
“Commission”	Section 1.7(a)
“Committee”	Section 1.10
“Companies Law”	Section 5.1(b)
“Company”	Heading
“Company Closing Certificate”	Section 6.3(a)
“Company Contracts”	Section 2.19(a)
“Company Intellectual Property”	Section 2.18
“Company Products”	Section 2.18
“Company Registered Intellectual Property”	Section 2.18
“Company Schedule”	Article II Preamble
“Company Stock”	Section 2.3(a)
“Consideration Warrants”	Section 1.2
“Continental”	Section 1.9
“Copyrights”	Section 2.18
“Corporate Records”	Section 2.1(c)
“Deductible”	Section 7.4(c)
“DGCL”	Section 2.4
“Disclosure Schedules”	Section 5.12
“Employment Agreements”	Section 5.20
“Environmental Law”	Section 2.16(b)
“Escrow Agreement”	Section 1.9
“Escrow Fund”	Section 1.9

“Escrow Period”	Section 1.9
“Exchange Act”	Section 1.11(b)
“FINRA”	Section 3.23
“Governmental Action/Filing”	Section 2.21(c)
“Governmental Entity”	Section 1.11(b)
“Hazardous Substance”	Section 2.16(c)
“Incentive Shares”	Section 1.7(a)
“Incentive Target”	Section 1.7(a)
“Insider”	Section 2.19(a)(i)
“Insurance Policies”	Section 2.20
“Intellectual Property”	Section 2.18
“knowledge”	Section 10.2(d)
“Legal Requirements”	Section 10.2(b)
“Lien”	Section 10.2(e)
“Losses”	Section 7.1(b)
“Material Adverse Effect”	Section 10.2(a)
“Material Company Contracts”	Section 2.19(a)
“Name Change Amendment”	Section 5.1(a)
“Notice of Claim”	Section 7.2(a)
“Gaming Promoter/Gaming Promoters”	Section 2.2(f)
“Gaming Promotion Agreements”	Section 2.19(a)
“OTC BB”	Section 3.23
“Patents”	Section 2.18
“Person”	Section 10.2(c)
“Personal Property”	Section 2.14(b)
“Plan/Plans”	Section 2.11(a)
“Profits Interest Agreement”	Section 2.2(f)
“Proxy Statement”	Section 5.1(a)
“Purchaser”	Heading
“Purchase Consideration”	Section 1.2
“Purchaser Closing Certificate”	Section 6.2(a)
“Purchaser Contracts”	Section 3.19(a)
“Purchaser Convertible Securities”	Section 3.3(b)
“Purchaser Indemnitees”	Section 7.1(a)
“Purchaser Preferred Stock”	Section 3.3(a)
“Purchaser Schedule”	Article III Preamble
“Purchaser SEC Reports”	Section 3.7(a)
“Purchaser Stock Options”	Section 3.3(b)
“Purchaser Stock”	Section 1.5(a)
“Purchaser Stock”	Section 1.2
“Purchaser Stockholder Approval”	Section 5.1(a)
“Purchaser Warrants”	Section 3.3(b)
“Registered Intellectual Property”	Section 2.18
“Returns”	Section 2.15(b)(i)
“Securities Act”	Section 1.11(a)
“Shareholder”	Heading

“Signing Form 6-K”	Section 5.4(a)
“Signing Press Release”	Section 5.4(a)
“Special Meeting”	Section 5.1(a)
“Subsidiary/Subsidiaries”	Section 2.2(a)
“Surviving Matters”	Section 7.4(c)
“Tax/Taxes”	Section 2.15(a)
“Termination Date”	Section 8.1(b)
“Third Party Claim”	Section 7.2
“Trademarks”	Section 2.18
“Trust Fund”	Section 3.25(a)
“U.S. GAAP”	Section 1.7(a)
“Unaudited Financial Statements”	Section 2.7(b)
“Unaudited Gaming Promoter Financial Statements”	Section 2.7(f)
“Unaudited Proforma Financial Statements”	Section 2.7(g)

ARTICLE X

GENERAL PROVISIONS

10.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service providing proof of delivery to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

if to Purchaser, to:

CS China Acquisition Corp.

c/o Russell Bedford Hong Kong Limited

Room 1708 Queens Dominion Centre

43-59 Queen’s Road East

Wanchai

Hong Kong

with a copy to:

David Alan Miller, Esq.

Graubard Miller

405 Lexington Avenue

New York, New York 10174-1901

Telephone: 212-818-8661

Telecopier: 212-818-8881

CS China Acquisition Corp.

4100 N.E. Second Avenue, Suite 318

Miami, Florida 33137

Telephone: 646-383-4832

if to the Company or the Shareholder, to:

Asia Gaming & Resort, Ltd.

Unit 1004, 10/F., East Town Building

16 Fenwick Street

Wanchai, Hong Kong

Telephone: 852-2110-9133

Telecopier: 852-2110-9420

with a copy to:

Christine M. Koo

Ip Solicitors & Notaries

Room 601, 6/F., Tower 1, Admiralty Centre

18 Harcount Road

Admiralty, Hong Kong

Telephone: 852-2524-8996

Telecopier: 852-2523-6922

10.2 Interpretation. The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context shall require, any pronoun shall include the corresponding masculine, feminine and neuter forms. When a reference is made in this Agreement to an Exhibit or Schedule, such reference shall be to an Exhibit or Schedule to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections or subsections, such reference shall be to a Section or subsection of 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 table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to “the business of” an entity, such reference shall be deemed to include the business of all direct and indirect Subsidiaries of such entity. Reference to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. For purposes of this Agreement:

(a) “Material Adverse Effect” when used in connection with an entity means any change, event, violation, inaccuracy, circumstance or effect, individually or when aggregated with other changes, events, violations, inaccuracies, circumstances or effects, that is materially adverse to the business, assets (including intangible assets), revenues, financial condition, prospects or results of operations of such entity, it being understood that none of the following alone or in combination shall be deemed, in and of itself, to constitute a Material Adverse Effect: (i) changes attributable to the public announcement or pendency of the transactions contemplated hereby, or (ii) changes in general national or regional economic conditions;

(b) “Legal Requirements” means any federal, state, local, municipal, 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 Entity and all requirements set forth in applicable Company Contracts or Purchaser Contracts;

(c) “Person” means any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity;

(d) “Knowledge” means actual knowledge or awareness, after due inquiry, as to a specified fact or event of a Person that is an individual or of an executive officer or director of a Person that is a corporation or of a Person in a similar capacity of an entity other than a corporation;

(e) “Lien” means any mortgage, pledge, security interest, encumbrance, lien, restriction or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof, any sale with recourse against the seller or any Affiliate of the seller, or any agreement to give any security interest);

(f) “Business Day” means a day, other than a Saturday or Sunday, on which banks are open for the transaction of business in New York City.

(g) “Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and

10.3 Counterparts; Facsimile Signatures. This Agreement and each other document executed in connection with the transactions contemplated hereby, and the consummation thereof, may be executed in one or more counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. Delivery by facsimile or email attachment to counsel for the other party of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.

10.4 Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Exhibits and Schedules hereto (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, it being understood that the letter of intent between Purchaser and the Company dated August 18, 2009 is hereby terminated in its entirety and shall be of no further force and effect (except to the extent expressly stated to survive the execution of this Agreement and the consummation of the transactions contemplated hereby); and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

10.5 Severability. In the event that 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.

10.6 Other Remedies; Specific Performance. 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 hereto 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. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof 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.

10.7 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof.

10.8 Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation 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.

10.9 Assignment. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties, except that Purchaser may assign its rights hereunder to a wholly-owned subsidiary formed for such purpose; provided that no such assignment by Purchaser shall relieve Purchaser of its obligations and liabilities hereunder. Subject to the first sentence of this Section 10.9, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

10.10 Amendment. This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of each of the parties.

10.11 Extension; Waiver. At any time prior to the Closing, 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. Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

10.12 Arbitration. Any disputes or claims arising under or in connection with this Agreement or the transactions contemplated hereunder shall be resolved by binding arbitration. Notice of a demand to arbitrate a dispute by either party shall be given in writing to the other at their last known address. Arbitration shall be commenced by the filing by a party of an arbitration demand with the American Arbitration Association (“AAA”) in its office in The City of New York. The arbitration and resolution of the dispute shall be resolved by a single arbitrator appointed by the AAA pursuant to AAA rules. The arbitration shall in all respects be governed and conducted by applicable AAA rules, and any award and/or decision shall be conclusive and binding on the parties. The arbitration shall be conducted in The City of New York. The arbitrator shall supply a written opinion supporting any award, and judgment may be entered on the award in any court of competent jurisdiction. Each party shall pay its own fees and expenses for the arbitration, except that any costs and charges imposed by the AAA and any fees of the arbitrator for his services shall be assessed against the losing party by the arbitrator. In the event that preliminary or permanent injunctive relief is necessary or desirable in order to prevent a party from acting contrary to this Agreement or to prevent irreparable harm prior to a confirmation of an arbitration award, then either party is authorized and entitled to commence a lawsuit solely to obtain equitable relief against the other pending the completion of the arbitration in a court having jurisdiction over the parties. Each party hereby consents to the exclusive jurisdiction of the federal and state courts located in the State of New York, New York County, for such purpose. All rights and remedies of the parties shall be cumulative and in addition to any other rights and remedies obtainable from arbitration.

10.13 Currency. All monetary amounts set forth herein are referenced in United States dollars, unless otherwise noted.

[The remainder of this page has been intentionally left blank.]

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

	CS CHINA ACQUISITION CORP.

	By:	/s/ James R. Preissler
		James R. Preissler
		Director and CFO

	ASIA GAMING & RESORT, LTD.

	By:	/s/ Lam Man Pou
		Lam Man Pou
		Chairman and Director

	SPRING FORTUNE INVESTMENTS LTD

	By:	/s/ Lam Man Pou
		Lam Man Pou
		Chairman and Director

INDEX OF EXHIBITS AND SCHEDULES

Exhibits

Exhibit A	-	Form of Purchaser Warrant

Exhibit B	-	Form of Escrow Agreement

Exhibit C	-	Form of Employment Agreement

Exhibit D	-	Form of Revised Profit Interest Agreement

Exhibit E	-	Form of Opinion of Graubard Miller

Exhibit F	-	Form of Opinion of [Company Counsel]

Schedules

Schedule 1.7(a)	-	Incentive Shares
Schedule 1.7(g)	-	Conditions to Issuance of Shares and Warrants
Schedule 1.12	-	Permitted Transferees*
Schedule 2	-	Company Schedule*
Schedule 3	-	Purchaser Schedule*
Schedule 5.2(a)	-	Directors and Officers of Purchaser and the Company
Schedule 5.2(c)	-	Agenda for Purchaser Board of Directors Meetings
Schedule 5.20	-	Employment Agreements*
Schedule 6.2(h)	-	Purchaser Resignations*
Schedule 6.3(i)	-	Company Resignations*
Schedule 6.3(l)	-	Other Agreements*

* Information furnished separately

SCHEDULE 1.7(a)

INCENTIVE SHARES

Year	Incentive Target	Incentive Shares*

2009	$16,000,000 to $16,999,999	1,150,000
	$17,000,000 to $17,999,999	2,464,000
	$18,000,000 to $18,999,999	3,981,000
	$19,000,000 to $19,999,999	5,750,000
	$20,000,000 and above	7,841,000

2010	$36,800,000 to $37,799,999	4,210,000
	$37,800,000 to $38,799,999	6,300,000
	$38,800,000 to $39,799,999	8,069,000
	$39,800,000 to $40,799,999	9,586,000
	$40,800,000 to $41,799,999	10,900,000
	$41,800,000 and above	12,050,000

2011	$47,500,000 and above	2,573,000

2012	$52,500,000 and above	2,573,000

*The numbers of Incentive Shares for 2009 and 2010 are not cumulative.

SCHEDULE 1.7(g)

CONDITIONS TO ISSUANCE OF SHARES AND WARRANTS

The issuance of shares of Purchaser Stock and Consideration Warrants pursuant to Section 1.7 of the Agreement with respect any fiscal year is subject to the following conditions being fulfilled as of the date that shares of Purchaser Stock and Consideration Warrants are issued with respect to such fiscal year pursuant to Section 1.7(f) of the Agreement:

Purchaser’s Ordinary Shares shall be quoted on the OTC BB or listed for quotation or trading on the Nasdaq Stock Market or other national securities exchange.

Purchaser shall have filed all reports it is required to file with the Commission in a timely manner except for delays that have been approved or ratified by at least of five (5) of the seven (7) directors of Purchaser (a “Board Super-Majority”).

Purchaser shall be in compliance with applicable requirements of the Sarbanes- Oxley Act of 2002, as amended, and, if deemed necessary by the audit committee of the Board of Directors of Purchaser (the “Audit Committee”), shall have engaged a consulting firm recommended by the Audit Committee to assist with such compliance.

The Chief Financial Officer of Purchaser shall have been a Person fluent in spoken and written English who has been approved by a Board Super-Majority.

Purchaser’s investor relations efforts shall be satisfactory to the Audit Committee.

Prior to December 31, 2010, Purchaser shall have engaged as its auditor a firm recommended by the Audit Committee and thereafter Purchaser’s auditor shall continue to be a firm recommended by the Audit Committee.

Prior to December 31, 2010, Purchaser shall have engaged as its United States legal counsel a firm selected by the Board of Directors and thereafter Purchaser’s United States legal counsel shall continue to be a firm selected by the Board of Directors.

Purchaser shall be in compliance with corporate governance requirements established by the Nasdaq Stock Market whether or not Purchaser’s securities are listed for quotation on the Nasdaq Stock Market.

Purchaser and the Company shall be in compliance with the requirements of Section 5.2(c) of the Agreement.

SCHEDULE 21

COMPANY SCHEDULE

(Information Furnished Separately)

Schedule 2.1	-	Organization and Qualification

Schedule 2.2	-	Subsidiaries and Operators

Schedule 2.3	-	Capitalization

Schedule 2.5	-	No Conflict; Required Filings and Consents

Schedule 2.6	-	Compliance

Schedule 2.8	-	No Undisclosed Liabilities

Schedule 2.9	-	Absence of Certain Changes or Events

Schedule 2.11	-	Employee Benefit Plans

Schedule 2.13	-	Restrictions on Business Activities

Schedule 2.14	-	Title to Property

Schedule 2.15	-	Taxes

Schedule 2.16	-	Environmental Matters

Schedule 2.17	-	Brokers; Third Party Expenses

Schedule 2.18	-	Intellectual Property

Schedule 2.19	-	Agreements, Contacts and Commitments

Schedule 2.20	-	Insurance

Schedule 2.21	-	Governmental Actions/Filings

Schedule 2.22	-	Interested Party Transactions

1 Any schedule that is not delivered at the time of signing is to be so indicated with an asterisk and the following footnote: “*This schedule is to be delivered no later than fourteen (14) days after the date of this Agreement.”

SCHEDULE 3

PURCHASER SCHEDULE

(Information Furnished Separately)

Schedule 3.3	-	Capitalization

Schedule 3.7		SEC Filings; Financial Statements

Schedule 3.14	-	Title to Property

Schedule 3.15	-	Taxes

Schedule 3.17	-	Brokers

Schedule 3.19	-	Agreements, Contracts and Commitments

Schedule 3.22	-	Indebtedness

Schedule 3.26	-	Governmental Filings