BACKGROUNDEscrow Agreement • June 20th, 2008 • HanKersen International Corp. • Lumber & wood products (no furniture) • New York
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...HanKersen International Corp. • June 20th, 2008 • Lumber & wood products (no furniture)
AMONGAgreement and Plan of Merger • August 10th, 2005 • Kushi Natural Foods Corp • Blank checks • New York
BACKGROUNDSecurities Purchase Agreement • June 20th, 2008 • HanKersen International Corp. • Lumber & wood products (no furniture) • New York
W I T N E S S E T HAgreement and Plan of Merger • January 18th, 2006 • Kushi Natural Foods Corp • Blank checks
ADDENDUM 1 TO SECURITIES PURCHASE AGREEMENT This addendum to the securities purchase agreement dated May 29, 2008 (this "ADDENDUM") is dated as of June 5, 2008, among HANKERSEN INTERNATIONAL CORP., a Delaware corporation (together with its successors...Securities Purchase Agreement • June 20th, 2008 • HanKersen International Corp. • Lumber & wood products (no furniture)
WARRANT AGREEMENTWarrant Agreement • December 14th, 2010 • Asia Cork Inc. • Lumber & wood products (no furniture) • New York
This Warrant Agreement (this “Agreement”) made as of January [__], 2011 between Asia Cork, Inc., a Delaware corporation, with offices at 3rd Floor, A Tower of Chuang Xin, Information Building, No. 72 Second Keji Road, Hi Tech Zone Xian, China (the “Company”), and Olde Monmouth Stock Transfer Co., Inc., a [________________], with offices at 200 Memorial Parkway, Atlantic Highlands, NJ 07716 (the “Warrant Agent”).
Employment Contract Employer (Party A): Xi’an Hanxin Science & Technology Co. Ltd. Employee (Party B): Guo Tian BaoAsia Cork Inc. • February 12th, 2010 • Lumber & wood products (no furniture)
Party A employs party B to be the CTO of the company. The following agreements are reached through negotiation to clarify both parties’ rights and obligations.
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • November 9th, 2010 • Asia Cork Inc. • Lumber & wood products (no furniture) • New York
This Agreement dated as of October 31 2010 among ASIA CORK INC. (formerly, HANKERSEN INTERNATIONAL CORP.,) a Delaware corporation (together with its successors and assigns, the “Company”), and the investor identified on the signature page hereto (the “Investor”.
STRATEGICAL COOPEARTION AGREEMENTStrategical Coopeartion Agreement • February 12th, 2010 • Asia Cork Inc. • Lumber & wood products (no furniture)
SPIN-OFF AGREEMENT AGREEMENT dated September 19, 1996 by and between Kushi Natural Foods Corp. ("Foods") and Kushi Macrobiotics Corp. ("KMC"), each a Delaware corporation. WHEREAS, Foods and KMC are parties, together with American Phoenix Group, Inc.,...Spin-Off Agreement • March 27th, 2000 • Kushi Natural Foods Corp • New York
Loan AgreementLoan Agreement • April 16th, 2009 • Asia Cork Inc. • Lumber & wood products (no furniture)
As of this 27th day of October 2008 (the “Effective Date”), this Loan Agreement (the “Agreement”) is entered into by and between Shaanxi Shuta Wood Products Co., Ltd.(“Party A” or “borrower”) and Xi'an Hanxin Science and Technology Co., Ltd.(“Party B” or “loaner”)
PATENT LEASE CONTRACTPatent Lease Contract • February 12th, 2010 • Asia Cork Inc. • Lumber & wood products (no furniture)
According to “Contract laws of PRC” and relevant regulations, in order to make clear the relation of the obligation and responsibility between the lessor and renter, this agreement is made after the negotiation of the two parties:
AMENDMENT AGREEMENTAmendment Agreement • November 9th, 2010 • Asia Cork Inc. • Lumber & wood products (no furniture) • New York
This Agreement dated as of July 6, 2010 among ASIA CORK INC. (formerly, HANKERSEN INTERNATIONAL CORP.,) a Delaware corporation (together with its successors and assigns, the “Company”), and the investor identified on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Loan AgreementLoan Agreement • February 12th, 2010 • Asia Cork Inc. • Lumber & wood products (no furniture)
Memorandum of UnderstandingAsia Cork Inc. • February 12th, 2010 • Lumber & wood products (no furniture)
Whereas Xi'an Haxin Science and Technology Co. Ltd (Hanxin) and Shaanxi Shuta Wook Products Ltd.(Shuta) has established a friendly cooperation relationship for long term, and considering the two parties future strategic development plans, the two parties have reached the following agreements through active negotiations and arrangements, and are signing this memorandum of understanding to push forward further cooperation and development of the two parties:
PATENT TRANSFER AGREEMENTPatent Transfer Agreement • February 12th, 2010 • Asia Cork Inc. • Lumber & wood products (no furniture)
THIS AGREEMENT (the “Agreement”) is dated on August 11, 2008 by and between Xi’an Hanxin Science & Technology Co., Ltd. (the “Company”) and Fangshe Zhang - Chairman of the company after negotiations between the two parties based on voluntary, fair and mutually beneficial principles:
Cancellation AgreementCancellation Agreement • October 8th, 2008 • Asia Cork Inc. • Lumber & wood products (no furniture)
WHEREAS, this agreement, with respect to the cancellation of the land transfer agreement, is made between the two parties and based on joint negotiation:
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATEAsia Cork Inc. • December 14th, 2010 • Lumber & wood products (no furniture)
FOR VALUE RECEIVED, ASIA CORK INC., a Delaware corporation (the “Company”), hereby agrees to sell upon the terms and on the conditions hereinafter set forth, but no later than 5:00 p.m., Eastern Time, on the Expiration Date (as hereinafter defined), to [_____________________], or registered assigns (the “Holder”), under the terms as hereinafter set forth, [___________________] fully paid and non-assessable shares of the Company’s Common Stock, par value $0.0001 per share (the “Warrant Stock”), at a purchase price of $[____] per share (the “Warrant Price”), pursuant to this warrant (this “Warrant”). The number of shares of Warrant Stock to be so issued and the Warrant Price are subject to adjustment in certain events as hereinafter set forth. The term “Common Stock” shall mean, when used herein, unless the context otherwise requires, the shares of common stock of the Company.
Cork Floor Production Cooperation AgreementProduction Cooperation Agreement • February 12th, 2010 • Asia Cork Inc. • Lumber & wood products (no furniture)
To utilize the raw materials resource advantage of party B and the production and sales advantages of party A, the two parties have reached the following agreements through negotiation:
Loan AgreementLoan Agreement • June 22nd, 2010 • Asia Cork Inc. • Lumber & wood products (no furniture)
With the approval of the company meeting, Party A intends to borrow RMB4 million from Party B to set up a trading company on behalf of Party B. Party A and Party B, after full consultations and negotiations, have made the following agreement.
Strategic Acquisition AgreementStrategic Acquisition Agreement • February 12th, 2010 • Asia Cork Inc. • Lumber & wood products (no furniture)
STATE OF DELAWARE DELAWARE INTO DELAWARE AGREEMENT OF MERGERHanKersen International Corp. • July 18th, 2008 • Lumber & wood products (no furniture)
Now on this 10th day of July, 2008 A.D., the Hankersen International Corp. and the Asia Cork Inc., both Delaware Corporations, pursuant to Section 251 of the General Corporation Law of the State of Delaware, have entered into the following Agreement of Merger;
Employment ContractAsia Cork Inc. • February 12th, 2010 • Lumber & wood products (no furniture)
Party A employs party B to be the Vice General Manager of the company. The following agreements are reached through negotiation to clarify both parties’ rights and obligations.
Loan AgreementLoan Agreement • June 22nd, 2010 • Asia Cork Inc. • Lumber & wood products (no furniture)
The agreement (“Agreement”) is made through friendly consultation from both parties. In exchange for consideration, both parties hereby agree:
Employment Contract Employer (Party A): Xi’an Hanxin Science & Technology Co. Ltd. Employee (Party B): Tong YiAsia Cork Inc. • February 12th, 2010 • Lumber & wood products (no furniture)
Party A employs party B to be the CFO of the company. The following agreements are reached through negotiation to clarify both parties’ rights and obligations.
Loan AgreementLoan Agreement • April 15th, 2010 • Asia Cork Inc. • Lumber & wood products (no furniture)
Re: Financial Advisory Agreement: Dear Mr. Chen,Consulting Agreement • December 14th, 2010 • Asia Cork Inc. • Lumber & wood products (no furniture) • New York
This letter agreement confirms the engagement of Global Arena Capital Corp., a FINRA member (“GAC”), as the exclusive financial advisor to Asia Cork, Inc. (the “Company”) for a period of twenty-four (24) months commencing on the date hereof. In this regard the parties hereto have agreed to the following terms and conditions:
