Digital Learning Sample Contracts

RECITALS:
Agreement and Plan of Merger • January 30th, 2004 • Freepcsquote Com • Communications services, nec • California
AutoNDA by SimpleDocs
ARTICLE I
Employment Agreement • August 17th, 2004 • Digital Learning • Communications services, nec • California
W I T N E S S E T H:
Share Exchange Agreement • April 15th, 2008 • Nutradyne Group, Inc. • Services-prepackaged software
ARTICLE 2 EXERCISE
Nutradyne, Inc. • November 26th, 2007 • Services-prepackaged software • California
RECITALS
Agreement • November 26th, 2007 • Nutradyne, Inc. • Services-prepackaged software • California
CHINA YONGXIN PHARMACEUTICALS, INC. UNDERWRITER WARRANT [__________] shares of Common Stock
Underwriter Warrant • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

This UNDERWRITER WARRANT (this “Warrant”) of China Yongxin Pharmaceuticals, Inc., a corporation duly organized and validly existing under the laws of the State of Nevada (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of [__________], 2010 (the “Underwriting Agreement”), by and among the Company and Rodman & Renshaw, LLC, as the representative of the underwriters named therein (the “Representatives”) relating to a firm commitment public offering (the “Offering”) of [__________] shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) underwritten by the Representative and the underwriters named in the Underwriting Agreement.

CHINA YONGXIN PHARMACEUTICALS INC. FORM OF INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • July 2nd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of ____________, 20__ (the “Grant Date”), is between China Yongxin Pharmaceuticals Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the China Yongxin Pharmaceuticals Inc. 2010 Equity Incentive Plan (the “Plan”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 26th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of January ___, 2010, by and between China Yongxin Pharmaceuticals, Inc. (formerly FreePCSQuote), a Delaware corporation (the “Company”), and the subscribers listed on Schedule I hereto (the “Subscribers”).

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR...
Underwriter’s Warrant • August 3rd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

This UNDERWRITER’S WARRANT (this “Warrant”) of China Yongxin Pharmaceuticals, Inc., a corporation duly organized and validly existing under the laws of the State of Nevada (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of [__________], 2010 (the “Underwriting Agreement”), by and among the Company and Rodman & Renshaw, LLC, as the representative of the underwriters named therein (the “Representatives”) relating to a firm commitment public offering (the “Offering”) of [__________] shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) underwritten by the Representative and the underwriters named in the Underwriting Agreement.

ESCROW AGREEMENT
Escrow Agreement • May 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

This Agreement is dated as of the ___ day of May, 2010 among China Yongxin Pharmaceuticals Inc., a Delaware corporation (the "Company"), the subscribers listed on Schedule I hereto (“Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"):

AMENDED AND RESTATED SUBSIDIARY GUARANTY
Subsidiary Guaranty • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
CHINA YONGXIN PHARMACEUTICALS, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • July 2nd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ___ day of ______, 20__ (the “Grant Date”), is between China Yongxin Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a [choose one] [key employee, director, advisor and/or consultant] of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the China Yongxin Pharmaceuticals, Inc. 2010 EQUITY INCENTIVE PLAN (the “Plan”).

COLLATERAL AGENT AGREEMENT
Collateral Agent Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of January __, 2010, among Collateral Agents, LLC, a Delaware Limited Liability Company (the “Collateral Agent”), and the parties identified on Schedule 1 hereto (each, individually, a “Lender” and collectively, the “Lenders”), who hold or will acquire promissory Notes issued or to be issued by China Yongxin Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and guaranteed by each of the entities identified on Schedule 2 hereto (each a “Guarantor” and together with Parent, each a “Debtor” and collectively, “Debtors”), on or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Notes”).

MODIFICATION AND CONSENT AGREEMENT
Modification and Consent Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries

This Modification and Consent Agreement is made as of the ____ day of May, 2010 (“Agreement”) among China Yongxin Pharmaceuticals Inc. (formerly Digital Learning Management Corporation, Nutradyne Group, Inc. and FreePCSQuote), a Delaware corporation (the “Company”), the signatories hereto who are subscribers (“Prior Subscribers”) under certain Subscription Agreements and additional transaction agreements with the Company dated January 22, 2010 and March 4, 2010 (“Subscription Agreements”) and as amended pursuant to the Joinder Agreement dated March 4, 2010 and the subscribers to the Third Closing (as defined below) (each a “Third Closing Subscriber” and collectively the “Third Closing Subscribers”) (collectively Prior Subscribers and Third Closing Subscribers are “Subscribers”).

ENTRUSTMENT AGREEMENT
Entrustment Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries

THIS ENTRUSTMENT AGREEMENT (this “Agreement”) is made on May 17, 2010 by and between Mr. LIU, Yongxin, Mr. LIU, Yongkui (collectively, “Party A”), and Changchun Yongxin Dirui Medical Co., Ltd. (“Party B”).

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

STOCK PLEDGE AGREEMENT (this “Agreement”), dated January 22, 2010 by and among ________________________________________ (“Pledgor”); the subscribers who are parties to a certain Subscription Agreement among China Yongxin Pharmaceuticals, Inc., a Delaware corporation (“Borrower”), and such Subscribers identified on Schedule I hereto (each a “Pledgee”); and Collateral Agents, LLC, a Delaware Limited Liability Company (“Collateral Agent”) on behalf of Pledgees;

AutoNDA by SimpleDocs
THE SHARES ACQUIRABLE UNDER THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT...
China Yongxin Pharmaceuticals Inc. • November 4th, 2010 • Wholesale-drugs, proprietaries & druggists' sundries • California

Right to Purchase __________ shares of Common Stock of China Yongxin Pharmaceuticals Inc. (subject to adjustment as provided herein)

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of January 22, 2010, by and between China Yongxin Pharmaceuticals, Inc. (formerly FreePCSQuote), a Delaware corporation (the “Company”), and the subscribers listed on Schedule I hereto (the “Subscribers”).

English Translation) Real Estate Lease Agreement
Real Estate Lease Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
AMENDED AND RESTATED LOCKUP AGREEMENT
Amended and Restated Lockup Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

This AMENDED AND RESTATED LOCKUP AGREEMENT (the "Agreement") is made as of the ____ day of May, 2010, by ______________ ("Holder"), maintaining an address at c/o China Yongxin Pharmaceuticals Inc., 927 Canada Court, City of Industry, CA 91748, Attn: Yongxin Liu, CEO, facsimile: (626) 581-9138, in connection with his ownership of shares of China Yongxin Pharmaceuticals Inc., a Delaware corporation (the "Company").

Summary English Translation Framework Agreement
China Yongxin Pharmaceuticals Inc. • August 3rd, 2010 • Wholesale-drugs, proprietaries & druggists' sundries

This Agreement is entered into by and between Party A and Party B in connection with acquisition of Party A’s properties based upon the principle of equality.

FORM OF SUBSIDIARY GUARANTY
Subsidiary Guaranty • August 3rd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
Distribution Agreement for 2010
Distribution Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Loan Agreement (English Translation)
Loan Agreement • November 22nd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries

The lender (Party A) and borrower (Party B) are entering into this loan agreement providing for a loan from Party A to Party B on the following terms which have been reached through negotiation:

Schedule prepared in accordance with Instruction 2 to Item 601 of Regulation S-K
China Yongxin Pharmaceuticals Inc. • August 3rd, 2010 • Wholesale-drugs, proprietaries & druggists' sundries

There was only one executed Leakout Agreement dated January 15, 2010. The Leakout Agreement was executed by and between the Company and Mr. Umesh Patel for 2,638,099 shares of the Company’s common stock.

SECURITY AGREEMENT
Security Agreement • January 26th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
Amendment to the Acknowledgment and Amendment Letter and the Original Agreement
Original Agreement • May 21st, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries

THIS AMENDMENT (the “Amendment”) TO THE ACKNOWLEDGMENT AND AMENDMENT LETTER AND THE ORIGINAL AGREEMENT (both as defined below), is dated as of May 19, 2010, by and between China Yongxin Pharmaceuticals Inc., a Delaware corporation (the “Seller”) and PmMaster Beijing Software Co., Ltd (the “Purchaser”) (collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Stock Purchase Agreement by and between the Seller and Purchaser on March 1, 2010 (the “Original Agreement”) and/or in the Acknowledgment and Amendment Letter (as defined below). Subject to the modifications and amendments provided herein, all other terms of the Original Agreement shall remain in full force and effect.

Summary English Translation Equity Transfer Agreement Of Jilin Province Yongxin Chain Drugstore Ltd.
China Yongxin Pharmaceuticals Inc. • June 9th, 2010 • Wholesale-drugs, proprietaries & druggists' sundries

Party A hereby agrees to transfer the part of its equity interests of RMB 650,000 among total equity interests of RMB 2,500,000 (100%) held by Party A to Party B.

AGREEMENT TO SETTLE OUTSTANDING DISPUTES BETWEEN DLMC/GLOBAL AND MACK MAHMOOD
Digital Learning • June 13th, 2005 • Communications services, nec

This Agreement is made between Mack Mahmood and (hereafter referred to as “Mack”), and Digital Learning Management Corporation and Global Computer Systems, Inc., (hereafter referred to as “DLMC or GLOBAL or Company” as the context requires).In consideration of the promises hereafter set forth, both Mack and DLMC agree as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.