Genesis Pharmaceuticals Enterprises, Inc. Sample Contracts

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CLASS A COMMON STOCK PURCHASE WARRANT To Purchase ___________ Shares of Common Stock of
Genesis Pharmaceuticals Enterprises, Inc. • June 3rd, 2008 • Services-business services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the date which is the fifth anniversary of the Effective Date (such date shall be referred to herein as the “Termination Date”) but not thereafter, to subscribe for and purchase from Genesis Pharmaceuticals Enterprises, Inc., a Florida corporation (the “Company”), up to ________ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

WITNESSETH
Consulting Agreement • March 8th, 2004 • Genesis Technology Group Inc • Services-business services, nec • Florida
LICENSE AGREEMENT -----------------
License Agreement • September 1st, 1999 • Newagecities Com Inc • Alberta
AGREEMENT AND PLAN OF MERGER BY AND AMONG NEWAGECITIES.COM, INC., a Florida corporation, NEW LEAF DISTRIBUTING COMPANY, a Georgia corporation,
Agreement and Plan of Merger • April 23rd, 2001 • Newagecities Com Inc • Services-business services, nec • Georgia
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • July 15th, 2002 • Genesis Technology Group Inc • Services-business services, nec • Florida
AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan • September 1st, 1999 • Newagecities Com Inc • Florida
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 12th, 2001 • Newagecities Com Inc • Services-business services, nec • Minnesota
EXHIBIT 10.12
General Partnership Agreement • January 13th, 2006 • Genesis Technology Group Inc • Services-business services, nec
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 9th, 2007 • Genesis Pharmaceuticals Enterprises, Inc. • Services-business services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of 6th day of November, 2007, by and among Genesis Pharmaceuticals Enterprises, Inc., a Florida corporation (the “Company”), and Pope Investments, LLC, a Delaware limited liability company, and the other investors who execute this Agreement. (collectively, the “Investors” and each, an “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Securities Purchase Agreement of even date herewith (the “Purchase Agreement”), by and among the Company and the Investors.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 3rd, 2008 • Genesis Pharmaceuticals Enterprises, Inc. • Services-business services, nec • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of May 30, 2008, by and among Genesis Pharmaceuticals Enterprises, Inc. (f/k/a Genesis Technology Group, Inc.), a Florida corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").

RECITALS:
Stock Purchase Agreement • November 15th, 2005 • Genesis Technology Group Inc • Services-business services, nec • Florida
RECITAL:
Employment Agreement • January 19th, 2005 • Genesis Technology Group Inc • Services-business services, nec • Florida
INDUSTRIAL REAL ESTATE LEASE ---------------------------- CONDOR PLACE ------------
Industrial Real Estate Lease • September 1st, 1999 • Newagecities Com Inc
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RECITALS
Merger Agreement And • September 1st, 1999 • Newagecities Com Inc • Florida
ARTICLE ONE: DEFINITIONS ------------
Warehouse Lease • November 18th, 1999 • Newagecities Com Inc • Services-business services, nec • Florida
RECITALS
Separation and Severance Agreement • January 19th, 2005 • Genesis Technology Group Inc • Services-business services, nec • Florida
AGREEMENT AND PLAN OF REORGANIZATION AND STOCK PURCHASE AGREEMENT
Agreement and Plan of Reorganization and Stock Purchase Agreement • August 16th, 2001 • Newagecities Com Inc • Services-business services, nec • Minnesota
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 3rd, 2008 • Genesis Pharmaceuticals Enterprises, Inc. • Services-business services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 30, 2008, by and among Genesis Pharmaceuticals Enterprises, Inc. (f/k/a Genesis Technology Group, Inc.), a Florida corporation, and all predecessors thereof (collectively, the “Company”), Karmoya International Ltd., a British Virgin Islands company (“BVI”), Genesis Jiangbo (Laiyang) Biotech Technologies Co., Ltd., a wholly owned foreign enterprise in the People’s Republic of China (“WOFE”), Wubo Cao (“Mr. Cao”) and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

REPAYMENT AGREEMENT
Repayment Agreement • August 16th, 2011 • Jiangbo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Laiyang Jiangbo Pharmaceuticals Co. Ltd. and Genesis Jiangbo (Laiyang) Biotech Technologies Co., Ltd., (both limited liability companies organized under the laws of the Peoples Republic of China), (hereinafter, collectively, the "Guarantors"); and

GENESIS PHARMACEUTICALS ENTERPRISES, INC. 6% CONVERTIBLE NOTES DUE MAY , 2011
Genesis Pharmaceuticals Enterprises, Inc. • June 3rd, 2008 • Services-business services, nec • New York

FOR VALUE RECEIVED, Genesis Pharmaceuticals Enterprises, Inc., a Florida corporation (the “Company”), hereby promises to pay to the order of Pope Investments, LLC, a Delaware limited liability company, or registered assigns (the “Holder”), the principal amount of _______ United States dollars (US$_________) on May 30, 2011 (“Maturity Date”). Interest on the outstanding principal balance shall be paid at the rate of six percent (6%) per annum, in semi-annual installments payable on November 30th and May 30th of each year, to the holder of record of this Note on the 15th day of such month, with the first interest payment being due on November 30, 2008. Interest shall be computed on the basis of a 360-day year, using the number of days actually elapsed. This Note is issued pursuant to a Securities Purchase Agreement (the “Agreement”) dated May 30, 2008, by and among the Company, Karmoya International Ltd., a British Virgin Islands company, Genesis Jiangbo (Laiyang) Biotech Technologies Co

SHARE ACQUISITION AND EXCHANGE AGREEMENT Dated October 1, 2007 by and among Genesis Technology Group, Inc., Karmoya International Ltd. (“Karmoya”), and the Shareholders of Karmoya
Share Acquisition and Exchange Agreement • October 2nd, 2007 • Genesis Technology Group Inc • Services-business services, nec • Florida

This Share Acquisition and Exchange Agreement (“Agreement”) dated October 1, 2007, is between and among Genesis Technology Group, Inc. ("GTEC”), a corporation organized under the laws of the state of Florida, having an office for the transaction of business at 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, Karmoya International Ltd., (“Karmoya”), a corporation organized under the laws of British Virgin Islands, having an office for the transaction of business at Laiyang Waixiangxing Industrial Park, Laiyang City, Yantai, Shandong Province, China, and the shareholders of Karmoya listed on the signature page and Schedule A hereto, constituting all of the shareholders of Karmoya (collectively, the “Shareholders” and individually a “Shareholder”), each having an address set forth on Schedule A hereto.

House Lease Contract
House Lease Contract • April 10th, 2009 • Genesis Pharmaceuticals Enterprises, Inc. • Pharmaceutical preparations
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