Wentworth Ii Inc Sample Contracts

OmniaLuo, Inc. – CODE OF ETHICS OF OMNIALUO, INC. (February 1st, 2008)
OmniaLuo, Inc. – OMNIALUO, INC. NON-OFFICER DIRECTOR’S CONTRACT (February 1st, 2008)

THIS AGREEMENT (the “Agreement”) is made as of the ___ day of January, 2008 and is by and between OmniaLuo, Inc., a Delaware corporation (hereinafter referred to as “Company”) and [________] (hereinafter referred to as “Director”).

Wentworth Ii Inc – MAKE GOOD ESCROW AGREEMENT (October 15th, 2007)

This Make Good Escrow Agreement (the “Make Good Agreement”), dated as of October 9, 2007, is entered into by and among Wentworth II, Inc., a Delaware corporation (the “Company”), Ms. Zheng Luo and Ms. Kong Amy Wai Man Ng, each in their individual capacity (the “Make Good Pledgors”), Keating Securities LLC, as agent (“Keating”) and Corporate Stock Transfer, Inc. (hereinafter referred to as “Escrow Agent”), for the benefit of the Investors (as defined below).

Wentworth Ii Inc – RESIGNATION LETTER (October 15th, 2007)

This letter confirms that I hereby resign from all of the offices of Wentworth II, Inc., a Delaware corporation (the “Corporation”), that I hold effective immediately and as a director effective automatically on the tenth day following the mailing to the stockholders of the Corporation of an information statement complying with the requirements of Rule 14f-1 of the Securities Exchange Act of 1934 that will also be filed with the Securities and Exchange Commission.

Wentworth Ii Inc – FIRST AMENDMENT AGREEMENT (JAIC - CROSBY) (October 15th, 2007)

This FIRST AMENDMENT AGREEMENT (this “Amendment”) is entered into as of this 4th day of October, 2007 by and among Omnia Luo Group Limited, a British Virgin Islands company (the “Company”), Luo Zheng (PRC Identity Card No. 420102700621032) (the “Guarantor”), and JAIC-CROSBY Greater China Investment Fund Limited, a Cayman Islands company (the “Group A Preferred Share Investor” or a “Shareholder”). The Group A Preferred Share Investor and the other holders of the Company’s Preferred Shares (as such term is defined herein), who shall be signatories to a parallel amendment to the Original Agreements (as defined below) relating to those holders’ rights under the Original Agreements, are each a “Shareholder” and, collectively, the “Shareholders.”

Wentworth Ii Inc – REGISTRATION RIGHTS AGREEMENT (October 15th, 2007)

This Registration Rights Agreement (this "Agreement") is made and entered into as of October 9, 2007, by and among Wentworth II, Inc., a Delaware corporation (the "Company"), and the investors signatory hereto (each an "Investor" and collectively, the "Investors").

Wentworth Ii Inc – FIRST AMENDMENT AGREEMENT (all non-Group A Preferred Share Investor Shareholders) (October 15th, 2007)

This FIRST AMENDMENT AGREEMENT (this “Amendment”) is entered into as of this 4th day of October, 2007 by and among Omnia Luo Group Limited, a British Virgin Islands company (the “Company”), Luo Zheng (PRC Identity Card No. 420102700621032) (the “Guarantor”), and certain holders of the Company’s Preferred Shares (as such term is defined herein) who are signatories to this Amendment (each a “Shareholder” and, collectively, the “Shareholders”).

Wentworth Ii Inc – LOCK-UP AGREEMENT (October 15th, 2007)

THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into on October 9, 2007 between the stockholders set forth on the signature page to this Agreement (each, a "Holder") and Wentworth II, Inc., a Delaware corporation (the "Company").

Wentworth Ii Inc – SHARE EXCHANGE AGREEMENT (October 15th, 2007)

This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of October 9, 2007, is by and among WENTWORTH II, INC., a Delaware corporation (the “Parent”), the stockholders of the Parent signatory hereto (the “Parent Principal Stockholders”), OMNIA LUO GROUP LIMITED., a British Virgin Islands company (the “Company”), and the Shareholders of the Company signatory hereto (the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”

Wentworth Ii Inc – OMNIALUO, INC. WARRANT TO PURCHASE COMMON STOCK (October 15th, 2007)

This certifies that ______, ___________ and existing under the laws of _______ or any of its assigns (collectively the “Holders”), for value received, are collectively amongst themselves entitled to purchase from Wentworth II, Inc., a Delaware corporation (the “Company”) which will change its name to OmniaLuo, Inc., having an address for receipt of notices under this Warrant at Room 101, Building E6, Huaqiaocheng, East Industrial Park, Nanshan District, Shenzhen, 518053, The People’s Republic of China, up to __________ fully-paid shares of common stock, $0.01 par value per share (the “Common Stock”) of the Company (the “Warrant Shares”), at an exercise price equal to $1.25 per share (as adjusted from time to time as provided in Section 3 hereof, the “Exercise Price”) at any time or from time to time commencing from the date of the initiation of quotation of the Common Stock on the OTC Bulletin Board or listing of the Common Stock on NASDAQ (the first such event being referred to herein

Wentworth Ii Inc – Warrant No. [___] Dated: October ___, 2007 (October 15th, 2007)

Wentworth II, Inc., a Delaware corporation (the “Company”) which will change its corporate name to OmniaLuo, Inc., hereby certifies that, for value received, Keating Securities, LLC, or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 492,000 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.5625 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time from the Closing Date and through and including the date that is the earliest of (i) five years from the date of issuance hereof, or (ii) cancellation of this Warrant pursuant to Section 4(c) hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is issued pursuant to that certain Placement Agreement, dated as of September 14, 2007 by and amon

Wentworth Ii Inc – ASSIGNMENT AND ASSUMPTION AGREEMENT (October 15th, 2007)

ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 9, 2007 (this “Agreement”), by and between Omnia Luo Group Limited, a British Virgin Islands company (the “Assignor”), and Wentworth II, Inc., a Delaware Corporation (the “Assignee”).

Wentworth Ii Inc – SECURITIES PURCHASE AGREEMENT (October 15th, 2007)

This Securities Purchase Agreement (this “Agreement”) is dated as of October 9, 2007, by and among Wentworth II, Inc., a Delaware corporation, and all predecessors thereto (collectively, the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

Wentworth Ii Inc – OMNIALUO, INC. AGREEMENT WITH PRINCIPAL SHAREHOLDER, CHIEF EXECUTIVE OFFICER AND DIRECTOR (October 15th, 2007)

THIS AGREEMENT (the “Agreement”) is made as of the 9th day of October, 2007 and is by and between Wentworth II, Inc, a Delaware corporation which will change its corporate name to OmniaLuo, Inc. (hereinafter referred to as “Company”) and Zheng Luo (hereinafter referred to as the “CEO”).

Wentworth Ii Inc – OMNIALUO, INC. COMMON STOCK PURCHASE WARRANT (October 15th, 2007)

Wentworth II, Inc., a Delaware corporation (the “Company”) which will change its corporate name to OmniaLuo, Inc., hereby certifies that, for value received, [________], or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [________] shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.5625 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time from the Closing Date and through and including the date that is the earliest of (i) five years from the date of issuance hereof, or (ii) cancellation of this Warrant pursuant to Section 4(c) hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants (collectively, the “Warrants”) issued pursuant to that certain Securi

Wentworth Ii Inc – FORM OF COMMON STOCK PURCHASE AGREEMENT (October 2nd, 2007)

AGREEMENT entered into as of the ____ day of September, 2007, by and between Wentworth II, Inc. a Delaware corporation with an address at 936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963 (the “Company”) and _______________, an individual with an address _____________________ (“Consultant”).

Wentworth Ii Inc – PLACEMENT AGREEMENT (September 20th, 2007)

Placement Agent, a XX limited liability company (the “Placement Agent”), proposes to act on a best efforts basis as the exclusive placement agent for Wentworth II, Inc., a Delaware corporation (“Wentworth”), in a private placement offering (the “Offering”) of common stock, $0.01 par value (the “Common Stock”), of Wentworth (the “Shares”) with attached warrants (“Warrants”, together with the Shares, the “Units”), at a price of $1.25 per Unit, in a minimum principal amount of $4,000,000 (the “Minimum Amount”) and a maximum principal amount of $6,000,000 (the “Maximum Amount”), to be issued by Wentworth, upon the closing of the Exchange Agreement described below. The offering period shall extend for 45 days from the date hereof, unless extended for an additional 15 days in the discretion of Omnia Luo (as defined below), or as otherwise extended with the mutual agreement of the Placement Agent, Wentworth and Omnia Luo (as and if so extended, the “Offering Period”). There will only be one c

Wentworth Ii Inc – AGREEMENT (May 2nd, 2007)

THIS AGREEMENT is effective as of January 1, 2007, by and between Vero Management, L.L.C., a Delaware limited liability company with its principal place of business located at 936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963 (“Vero”) and Wentworth II, Inc., a corporation organized and existing under the laws of the state of Delaware, with its principal place of business located at 936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963 (“Client”). Vero and Client may each be referred to as a “Party” or collectively as the “Parties.”

Wentworth Ii Inc – PLACEMENT AGENCY AGREEMENT (December 5th, 2006)

Wentworth II, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with XXX, a Delaware limited liability company (the “Placement Agent”) as follows:

Wentworth Ii Inc – CONSULTATION AGREEMENT (May 16th, 2003)

EXHIBIT 10.3 CONSULTATION AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 1st day of January 2002, in Cook County, Illinois, by and between NATURAL GOLF CORPORATION ("NGC") an Illinois corporation and Robert F. Lukasiewicz, "(RFL)", an individual residing in Illinois. WHEREAS, NGC desires to have RFL participate in design, engineering, sourcing and production of NGC's products. WHEREAS, RFL agrees to perform the services set forth herein for NGC under the terms and conditions set forth in this Agreement. IN CONSIDERATION of the parties' mutual undertakings set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the following agreement is made: ARTICLE I - RELATIONSHIP OF PARTIES A. The parties intend that an independent contractor relationship w

Wentworth Ii Inc – INDUSTRIAL BUILDING LEASE (May 16th, 2003)

EXHIBIT 10.4 LEASE INDUSTRIAL BUILDING LEASE 1. BASIC TERMS. This Section 1 contains the Basic Terms of this Lease between Landlord and Tenant, named below. Other Sections of the Lease referred to in this Section 1 explain and define the Basic Terms and are to be read in conjunction with the Basic Terms. 1.1. Date of Lease: June 29, 2001. 1.2. Landlord: First Industrial, L.P., a Delaware limited partnership. 1.3. Tenant: Natural Golf, Inc., an Illinois corporation. 1.4. Premises: Approximately 25,395 rentable square feet in the building commonly known as 1200 Business Center Drive, Mount Prospect, Illinois (the "Building"). 1.5. Property: See Exhibit A. 1.6. Lease Term: Three (3) years ("Initial Term"), commencing December 1, 2001 ("Commencement Date") and ending November 30, 200

Wentworth Ii Inc – 2003 CERTIFIED INSTRUCTOR and SALES/COMPENSATION AGREEMENT (May 16th, 2003)

EXHIBIT 10.2 2003 CERTIFIED INSTRUCTOR and SALES/COMPENSATION AGREEMENT REPRESENTATIVE NAME ADDRESS THIS AGREEMENT ("Agreement") is made and entered into this ____ day of __________, 2003, in Cook County, Illinois by and between NATURAL GOLF SCHOOLS CORPORATION (hereinafter NGSC) and REPRESENTATIVE in a first instance; and concurrently between NATURAL GOLF EQUIPMENT CORPORATION (hereinafter NGEC) and REPRESENTATIVE in a second instance. The term "COMPANY" shall be used to refer to both NGSC and NGEC, or their parent company, NATURAL GOLF CORPORATION. WHEREAS, COMPANY has developed a unique method of golfing, golf instruction, and golf products; and WHEREAS, REPRESENTATIVE is an independent contractor in the business of providing golf instruction and selling golf products; and WHEREAS, REPRESENTATIVE wishes to offer for sale and receive compensation from NGSC for the providing of golf instruction

Wentworth Ii Inc – SUBSCRIPTION AGREEMENT (June 11th, 2002)

Exhibit 4.3 ----------- FORM OF SUBSCRIPTION AGREEMENT Subscription Agreement (this "Agreement"), made this __ day of __________, 2002 by and between Wentworth II, Inc., a Delaware corporation (the "Company"), and ________________ (the "Subscriber", and collectively with all other entities entering into subscription agreements for Shares, the "Subscribers"). In consideration of the mutual promises and covenants herein contained, the parties hereto (the "Parties") agree as follows: ARTICLE I. SUBSCRIPTION 1.1. Subscription Offer. Subject to the terms and conditions hereof and to acceptance by the Company, the Subscriber hereby offers to purchase _____ shares (the "Shares") of the Company's

Wentworth Ii Inc – ESCROW AGREEMENT (June 11th, 2002)

Exhibit 4.2 ----------- ESCROW AGREEMENT This Escrow Agreement (the "Escrow Agreement") dated as of June 11, 2002 is by and among Wentworth II, Inc., a Delaware corporation (the "Company"), Key Bank National Association, located at 3300 East First Avenue, Denver, Colorado 80206 (the "Escrow Agent") and Corporate Stock Transfer, Inc., a Colorado corporation (the "Administrator"). RECITALS WHEREAS, the Company is offering for sale to the public 50,000 shares (the "Shares") of Common Stock, par value $0.01 per share, of the Company, at a price of $1.00 per share; WHEREAS, the Shares are being offered on a "best efforts, all or none" basis in accordance with the terms and conditions set forth in the prospectus dated __________, 2002 (the "Prospectus") included

Wentworth Ii Inc – SUBSCRIPTION AGREEMENT (April 5th, 2002)

Exhibit 4.3 ----------- FORM OF SUBSCRIPTION AGREEMENT Subscription Agreement (this "Agreement"), made this __ day of __________, 2002 by and between Wentworth II, Inc., a Delaware corporation (the "Company"), and ________________ (the "Subscriber", and collectively with all other entities entering into subscription agreements for Shares, the "Subscribers"). In consideration of the mutual promises and covenants herein contained, the parties hereto (the "Parties") agree as follows: ARTICLE I. SUBSCRIPTION 1.1. Subscription Offer. Subject to the terms and conditions hereof and to acceptance by the Company, the Subscriber hereby offers to purchase _____ shares (the "Shares") of the Compan

Wentworth Ii Inc – ESCROW AGREEMENT (February 5th, 2002)

Exhibit 4.2 ----------- FORM OF ESCROW AGREEMENT This Escrow Agreement (the "Escrow Agreement") dated as of _______, 2002 is by and among Wentworth II, Inc., a Delaware corporation (the "Company"), Key Bank National Association, World Trade Center Branch, located at 1675 Broadway, Suite 200, Denver, Colorado 80202 (the "Escrow Agent") and Corporate Stock Transfer, Inc., a Colorado corporation (the "Administrator"). RECITALS WHEREAS, the Company is offering for sale to the public 50,000 shares (the "Shares") of Common Stock, par value $0.01 per share, of the Company, at a price of $1.00 per share; WHEREAS, the Shares are being offered on a "best efforts, all or none" basis in accordance with the terms and conditions set for

Wentworth Ii Inc – SUBSCRIPTION AGREEMENT (February 5th, 2002)

Exhibit 4.3 ----------- FORM OF SUBSCRIPTION AGREEMENT Subscription Agreement (this "Agreement"), made this __ day of __________, 2002 by and between Wentworth II, Inc., a Delaware corporation (the "Company"), and ________________ ("Subscriber", and collectively with all other entities entering into subscription agreements for Shares, "Subscribers"). In consideration of the mutual promises and covenants herein contained, the parties hereto (the "Parties") agree as follows: ARTICLE I. SUBSCRIPTION 1.1. Subscription Offer. Subject to the terms and conditions hereof and to acceptance by the Company, the Subscriber hereby irrevocably offers to purchase _____ shares (the "Shares") of the Compa