China VoIP & Digital Telecom Inc. Sample Contracts

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 26th, 2007 • China VoIP & Digital Telecom Inc. • Services-prepackaged software • Nevada

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 21, 2007, by and among China VoIP & Digital Telecom Inc., a Nevada corporation, with headquarters located at No.786 Xinluo Street, High-tech Industrial Development Zone, Jinan, China 250101 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 26th, 2007 • China VoIP & Digital Telecom Inc. • Services-prepackaged software • Nevada

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 21, 2007, by and among China VoIP & Digital Telecom Inc., a Nevada corporation, with headquarters located at No.786 Xinluo Street, High-tech Industrial Development Zone, Jinan, China 250101 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

SECURITY AGREEMENT
Security Agreement • December 26th, 2007 • China VoIP & Digital Telecom Inc. • Services-prepackaged software • New York

SECURITY AGREEMENT, dated as of December __, 2007 (this "Agreement"), made by each of the parties set forth on the signature pages hereto (each a "Grantor" and collectively and together with the Company, the "Grantors"), in favor of _________________________, in its capacity as collateral agent (in such capacity, the "Collateral Agent") to the Secured Parties referred to below.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 22nd, 2012 • China Intelligence Information Systems Inc. • Services-prepackaged software • Nevada

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is dated day of March 12, 2012, by and among Fenghua Fan (the “Buyer”), China Intelligence Information Systems, Inc.. (the “Company”).

GUARANTY
China VoIP & Digital Telecom Inc. • December 26th, 2007 • Services-prepackaged software • New York

GUARANTY, dated as of December ___, 2007 made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of the Collateral Agent and the "Noteholders" (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").

EMPLOYMENT AGREEMENT
Employment Agreement • July 8th, 2011 • China Intelligence Information Systems Inc. • Services-prepackaged software • New York

, a Nevada corporation with its principal place of business located at 11th Floor No.11 Building, Shuntai Square, No.2000 Shunhua Rd,High-tech Industrial Development Zone, Jinan, People’s Republic of China (the “Company”), and Keyi Zhang(”Executive”), an individual residing at No.93 JianShe Road,Jinan, People’s Republic of China.

SECOND AMENDED AND RESTATED SECURITIES REDEMPTION AND PAY-OFF AGREEMENT
Securities Redemption and Pay-Off Agreement • August 13th, 2010 • China VoIP & Digital Telecom Inc. • Services-prepackaged software • New York

This Second Amended and Restated Securities Redemption and Pay-off Agreement, dated as of July 28, 2010 (this “Agreement”), is entered into by and between China Intelligence Information Systems, Inc. (formerly China VoIP & Digital Telecom Inc.), a Nevada corporation (the “Company”), and Castlerigg Master Investments, Ltd. (the “Investor). The Company and the Investor shall be referred to individually as a “Party” and collectively as the “Parties.”

PLEDGE AGREEMENT
Pledge Agreement • December 26th, 2007 • China VoIP & Digital Telecom Inc. • Services-prepackaged software • New York

PLEDGE AGREEMENT (this "Agreement"), dated as of December 21, 2007, made by each entity listed as a pledgor on the signature pages hereto (each a "Pledgor" and collectively, the "Pledgors"), in favor of ___________________________, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of December 21, 2007 (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").

Engagement Contract Party A Jinan Yinquan Technology Co., Ltd. Party B Li Kunwu
China VoIP & Digital Telecom Inc. • July 24th, 2008 • Services-prepackaged software

Pursuant to stipulations of the “Labor Law of the People’s Republic of China”, “Regulations on the Labor Contact of Shandong”, in the principle of equality and mutual benefits, the Two Parties reach this Labor Contract (hereinafter referred to as this Contract) through friendly consultation.

Engagement Contract Party A Jinan Yinquan Technology Co., Ltd. Party B Wang Qinghua
China VoIP & Digital Telecom Inc. • July 14th, 2008 • Services-prepackaged software

Pursuant to stipulations of the “Labor Law of the People’s Republic of China”, “Regulations on the Labor Contact of Shandong”, in the principle of equality and mutual benefits, the Two Parties reach this Labor Contract (hereinafter referred to as this Contract) through friendly consultation.

AMENDMENT AND EXCHANGE AGREEMENT
Amendment and Exchange Agreement • December 10th, 2008 • China VoIP & Digital Telecom Inc. • Services-prepackaged software • Nevada

AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement"), dated as of December 8, 2008, by and among China VoIP & Digital Telecom Inc., a Nevada corporation, with headquarters located at No.786 Xinluo Street, High-tech Industrial Development Zone, Jinan, China 250101 (the "Company"), and Castlerigg Master Investments Ltd. (the "Investor").

Castlerigg Master Investments Ltd.
China VoIP & Digital Telecom Inc. • June 30th, 2009 • Services-prepackaged software

Reference is hereby made to (i) that certain Securities Purchase Agreement, dated as of December 21, 2007, by and between China VoIP & Digital Telecom Inc., a Nevada corporation (the "Company") and the undersigned (the "Investor") (as amended, the "Securities Purchase Agreement"), (ii) that certain Amendment and Exchange Agreement, dated as of December 8, 2008, by and between the Company and the Investor (the "Amendment and Exchange Agreement"), which amended the Securities Purchase Agreement and the Transaction Documents (as defined in the Securities Purchase Agreement) and (iii) the Senior Secured Convertible Note issued pursuant to the Securities Purchase Agreement by the Company to the Investor on December 21, 2007, in the principal amount of $5,000,000, as amended pursuant to the Amendment and Exchange Agreement (as amended, the "Note"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note.

Agreement on Investment
China VoIP & Digital Telecom Inc. • May 16th, 2008 • Services-prepackaged software
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