Us Sino Gateway Inc Sample Contracts

Us Sino Gateway Inc – 2003 EQUITY INCENTIVE PLAN (February 28th, 2003)

EXHIBIT 10.1 US-SINO GATEWAY, INC. 2003 EQUITY INCENTIVE PLAN 1. NAME. The name of the plan is "US-Sino Gateway, Inc. 2003 Equity Incentive Plan". 2. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and its Parent and Subsidiaries (if any), by offering them an opportunity to participate in the Company's future performance through awards of Options, Restricted Stock and Stock Awards. Capitalized terms not defined in the text are defined in Section 3. 3. DEFINITIONS. As used in this Plan, the following terms will have the following meanings: "AWARD" means any award under this Plan, including any Option, Restricted Stock or Stock Award. "AWARD

Us Sino Gateway Inc – EMPLOYMENT AGREEMENT (February 28th, 2003)

EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into as of December 1, 2002 (the "Effective Date") by and between Dr. William Ting (the "Executive") and US-Sino Gateway, Inc., a California corporation (the "Company"). WHEREAS, the Company believes that the Executive's service, experience, and knowledge are valuable to the Company in connection with its business; and WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, as its Chairman of the Board of Directors, President and Chief Executive Officer. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: 1. EMPLOYMENT. The Company hereby employs the Executive and the Executive accepts such employment upon the terms and condi

Us Sino Gateway Inc – COMMON STOCK PURCHASE AGREEMENT (February 28th, 2003)

EXHIBIT 10.3 US-SINO GATEWAY, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the "Agreement") is entered into by Solana Capital Partners, Inc., a California corporation (the "Purchaser") and US-Sino Gateway, Inc., a California corporation (the "Company") as of the 31st day of January 2003. 1. ISSUANCE AND SALE OF COMMON STOCK. Subject to the terms hereof, the Company hereby issues and sells to the Purchaser and the Purchaser purchases from the Company 22,376 shares of the Company's Common Stock for a total of $259,750 (the "Purchase Price"). 2. PAYMENT OF PURCHASE PRICE. The Company acknowledges receiving the entire Purchase Price, a portion of which was paid directly to the Company and a portion of which was paid by the Purchaser on behalf of the Company directly to certain service providers. An acco

Us Sino Gateway Inc – SERIES A PREFERRED STOCK PURCHASE AGREEMENT (February 28th, 2003)

EXHIBIT 10.4 US-SINO GATEWAY, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made as of February 14, 2003 by and between US-Sino Gateway, Inc., a California corporation (the "Company"), located at 1215 West Imperial Highway, Suite 222, Brea, California 92821 and Solana Venture Group (the "Purchaser") located at 990 Highland Drive, Suite 110, Solana Beach, California 92075. 1. ISSUANCE AND SALE OF SERIES A PREFERRED STOCK. Subject to the terms of this Agreement, the Company will issue and sell to the Purchaser, and the Purchaser will buy from the Company, a total of 2,000,000 shares of the Company's Series A Preferred Stock (the "Shares"). The purchase price for the Shares shall be $0.90 per share for a total purchase price of $1,800,000 (the "Purchase Price"). The Purchaser shall pur

Us Sino Gateway Inc – REGISTRATION RIGHTS AGREEMENT (February 28th, 2003)

EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT"), dated as of January 31, 2003, is entered into by and between US-Sino Gateway, Inc. (the "COMPANY") and Solana Capital Partners, Inc. (the "INVESTOR") with reference to the following facts. RECITALS WHEREAS, the Investor has purchased 22,376 shares of the Company's Common Stock (the "COMMON STOCK"); and WHEREAS, the Company has agreed (i) to grant to the Investor certain rights regarding registration of the Common Stock and (ii) to grant to the Investor certain protective rights, all as set forth in this Agreement. NOW, THEREFORE, the Company and the Investor agree as follows: AGREEMENT 1. DEFINITIONS. A glossary of the definitions of the capitalized terms used in this

Us Sino Gateway Inc – REGISTRATION RIGHTS AGREEMENT (February 28th, 2003)

EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT"), dated as of December 31, 2002, is entered into by and between US-Sino Gateway, Inc. (the "COMPANY") and Solana Capital Partners, Inc. (the "INVESTOR") with reference to the following facts. RECITALS WHEREAS, the Investor has purchased 15,539 shares of the Company's Common Stock (the "COMMON STOCK"); and WHEREAS, the Company has agreed (i) to grant to the Investor certain rights regarding registration of the Common Stock and (ii) to grant to the Investor certain protective rights, all as set forth in this Agreement. NOW, THEREFORE, the Company and the Investor agree as follows: AGREEMENT 1. DEFINITIONS. A glossary of the definitions of the capitalized terms used in this Agr

Us Sino Gateway Inc – COMMON STOCK PURCHASE AGREEMENT (February 28th, 2003)

Exhibit 10.2 US-SINO GATEWAY, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the "Agreement") is entered into by Solana Capital Partners, Inc., a California corporation (the "Purchaser") and US-Sino Gateway, Inc., a California corporation (the "Company") as of the 31st day of December 2002. 1. ISSUANCE AND SALE OF COMMON STOCK. Subject to the terms hereof, the Company hereby issues and sells to the Purchaser and the Purchaser purchases from the Company 15,539 shares of the Company's Common Stock for a total of $180,250 (the "Purchase Price"). 2. PAYMENT OF PURCHASE PRICE. The Company acknowledges receiving the entire Purchase Price, a portion of which was paid directly to the Company and a portion of which was paid by the Purchaser on behalf of the Company directly to certain service providers. An accoun