COMMON STOCK PURCHASE WARRANT VLOV, INC.Vlov Inc. • December 2nd, 2009 • Transportation services
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 three-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from VLOV, Inc., a Nevada corporation (the “Company”), up to [_____] shares (the “Warrant Shares”) of 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2009 • Vlov Inc. • Transportation services • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2009, by and among VLOV, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2009 • Vlov Inc. • Transportation services • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of December 1, 2009, by and among VLOV, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”); and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2010 • Vlov Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 12, 2009, among Sino Charter, Inc., a Nevada corporation (the “Company”), and __________ (the “Purchaser”).
Unofficial English Translation) Jinduren Regional Distribution AgreementJinduren Regional Distribution Agreement • October 27th, 2010 • Vlov Inc. • Apparel & other finishd prods of fabrics & similar matl
Party A the creator and legal owner of the Jinduren trademark and clothing lines, advertising and marketing materials and other products that bear the Jinduren trademark. This Regional Distribution Agreement is entered into by and between the above parties on May 25, 2009, in Fujian Province, Shishi City, based on the principle of mutual benefits and long-term cooperation.
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • February 13th, 2009 • Sino Charter Inc. • Transportation services
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated December 28, 2005, and is entered into in Jinjiang City, People’s Republic of China (“PRC” or “China”) by and between Korea Jinduren (Int’l) Dress Limited (“Pledgee”), and each of the shareholders listed on the signature pages hereto (“Pledgor”) of Jinjiang Yinglin Jinduren Dress Co., Ltd.（“Jinduren Company”). The Jinduren Company is made a party to this Agreement for the purpose of acknowledging the Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 9th, 2007 • Sino Charter Inc.
Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing _______________________________________________ (__________) shares of Common Stock of Sino Charter Inc. (the "Company") at a price of $0.10 per Share (the "Subscription Price").
SHARE PURCHASE BINDING LETTER OF INTENTShare Purchase • October 5th, 2009 • Vlov Inc. • Transportation services • Shanghai
This Share Purchase Binding Letter of Intent (this "Agreement") is dated as of September 29, 2009, by and between VLOV, Inc. (OTCBB: VLOV), a Nevada corporation (the "Company"), and ARC China, Inc., a Shanghai corporation ("Purchaser").
ESCROW AGREEMENTEscrow Agreement • October 30th, 2009 • Vlov Inc. • Transportation services • Colorado
THIS ESCROW AGREEMENT (this "Escrow Agreement") is made and executed as of October 27, 2009 among VLOV, Inc., a Nevada corporation (the "Company"), Gilford Securities Incorporated, as the placement agent (the "Placement Agent"), Corporate Stock Transfer, Inc., as the escrow manager (the "Escrow Manager"), and United Western Bank, as the bank escrow agent (the "Bank Escrow Agent"). Capitalized terms used but not defined herein shall have the meaning set forth in the Securities Purchase Agreement (as defined below).
Property Transfer AgreementProperty Transfer Agreement • March 31st, 2011 • Vlov Inc. • Apparel & other finishd prods of fabrics & similar matl
This Property Transfer Agreement (the “Agreement”) is entered into by and between the parties listed below on January 25, 2011 in Jinjiang, the People’s Republic of China (“PRC”).
Trademark License ContractVlov Inc. • April 15th, 2010 • Apparel & other finishd prods of fabrics & similar matl
LOANOUT AGREEMENTLoanout Agreement • May 3rd, 2010 • Vlov Inc. • Apparel & other finishd prods of fabrics & similar matl • Nevada
This LOANOUT AGREEMENT (this “Agreement”), dated as of April 27, 2010 (the “Effective Date”), by and between Worldwide Officers, Inc. a California Corporation having its principal location of 6571 Morningside Drive, Huntington Beach, California 92648 (“Lender”), and VLOV, Inc., a Nevada corporation having its principal office at Room 11/F, Xiamen Guanyin Shan International Commercial Operation Centre, A3-2 124, Hubin Bei Road, Siming District, Xiamen, Fujian Province, People’s Republic of China (the “Company”), for the services of Lender’s employee, Bennet P. Tchaikovsky (the “Executive”). The Executive is made a party to this Agreement solely for the purpose of acknowledging Section 4 hereof.
Trademark License ContractVlov Inc. • April 15th, 2010 • Apparel & other finishd prods of fabrics & similar matl
OPERATING AGREEMENTOperating Agreement • February 13th, 2009 • Sino Charter Inc. • Transportation services
This Operating Agreement (this “Agreement”) is dated December 28, 2005, and is entered into in Jinjiang, People’s Republic of China (“PRC” or “China”) by and among Korea Jinduren (Int’l) Dress Limited (“Party A”); Jinjiang Yinglin Jinduren Dress Co., Ltd. (“Party B”), and the shareholders holding 100% of the issued and outstanding equity interests of Party B (the “Shareholders of Party B” or “Party C”). Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
LOANOUT AGREEMENTLoanout Agreement • October 4th, 2011 • Vlov Inc. • Apparel & other finishd prods of fabrics & similar matl • Nevada
This LOANOUT AGREEMENT (this “Agreement”), dated as of September 28, 2011 (the “Effective Date”), is entered into by and between Worldwide Officers, Inc. a California Corporation (“Lender”), and VLOV, Inc., a Nevada corporation (the “Company”), for the services of Lender’s employee, Bennet P. Tchaikovsky (“Executive”). Executive is made a party to this Agreement solely for the purpose of acknowledging Section 4 hereof. Lender and the Company shall each be referred to as a “Party” and collectively as the “Parties.”
Purchase AgreementPurchase Agreement • March 31st, 2011 • Vlov Inc. • Apparel & other finishd prods of fabrics & similar matl
This Purchase Agreement (the “Agreement”) is hereby entered into by and between Buyer and Seller pursuant to the Contract Law of the People’s Republic of China.
OPTION AGREEMENTOption Agreement • February 13th, 2009 • Sino Charter Inc. • Transportation services
This Option Agreement (this “Agreement”) is dated December 28, 2005, and is entered into in Jinjiang City, People’s Republic of China (“PRC” or “China”) by and among Korea Jinduren (Int’l) Dress Limited (“Party A”); Jinjiang Yinglin Jinduren Dress Co., Ltd.(“Party B”); and the undersigned shareholders of Party B (each a “Shareholder” and collectively the “Shareholders” or “Party C”). Party A, Party B and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 13th, 2009 • Sino Charter Inc. • Transportation services
This Consulting Services Agreement (this “Agreement”) is dated December 28, 2005, and is entered into in Jinjiang City, People’s Republic of China (“PRC” or “China”) by and between Korea Jinduren (Int’l) Dress Limited (“Party A”) and Jinjiang Yinglin Jinduren Dress Co., Ltd. (“Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”
Trademark License ContractVlov Inc. • April 15th, 2010 • Apparel & other finishd prods of fabrics & similar matl
VLOV, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 4th, 2011 • Vlov Inc. • Apparel & other finishd prods of fabrics & similar matl
Pursuant to that certain Loanout Agreement between the Company and Grantee dated as of September 28, 2011 (the “Loanout Agreement”), VLOV, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, Grantee shall receive the number of shares of common stock of the Company, par value $.00001 per share (“Par Value”), specified above (the “Shares”) having a fair value per share (“Original Value”) equal to the amount specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from Grantee of consideration with respect to the Original Value of the Shares in the form of cash, past or future services rendered to the Company by Grantee, or such other form of consideration as is acceptable to the Company’s board of directors (the “Board”).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • February 20th, 2009 • Sino Charter Inc. • Transportation services • California
This Supplemental Agreement (the “Agreement”), dated as of February 18, 2009 (this "Agreement") is entered into by and between Sino Charter Inc., a Nevada corporation (“Sino Charter”), Qingqing Wu, Yuzhan Zheng and Matthew Hayden. Each party to this Agreement is referred to herein as a “Party,” and they are referred to collectively as “Parties.” The share exchange transaction contemplated under the Share Exchange Agreement described below is hereinafter referred to as the “Share Exchange.”
Purchase AgreementPurchase Agreement • March 31st, 2011 • Vlov Inc. • Apparel & other finishd prods of fabrics & similar matl
This Purchase Agreement (the “Agreement”) is hereby entered into by and between Buyer and Seller pursuant to the Contract Law of the People’s Republic of China.
VOTING RIGHTS PROXY AGREEMENTVoting Rights Proxy Agreement • February 13th, 2009 • Sino Charter Inc. • Transportation services
This Voting Rights Proxy Agreement (the “Agreement”) is entered into in Jinjiang City, People’s Republic of China (“PRC” or “China”) as of December 28, 2005 by and between Korea Jinduren (Int’l) Dress Limited (“Party A”) and the undersigned shareholders (the “Shareholders”) of Jinjiang Yinglin Jinduren Dress Co., Ltd. (“Jinduren Company”). Party A and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”. Jinduren Company is made a party to this Agreement for the purpose of acknowledging the Agreement.
Land Use Right and Building Transfer AgreementTransfer Agreement • March 31st, 2011 • Vlov Inc. • Apparel & other finishd prods of fabrics & similar matl
Party A and Party B hereby enter into the following agreement in connection with transfer of land use right and building.
Trademark License ContractVlov Inc. • April 15th, 2010 • Apparel & other finishd prods of fabrics & similar matl
VLOV, INC. RESTRICTED STOCK AWARD AGREEMENTStock Award Agreement • October 4th, 2011 • Vlov Inc. • Apparel & other finishd prods of fabrics & similar matl
Pursuant to that certain Loanout Agreement between the Company and Grantee dated as of September 28, 2011 (the “Loanout Agreement”), VLOV, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, Grantee shall receive the number of shares of common stock of the Company, par value $.00001 per share (“Par Value”), specified above (the “Shares”) having a fair value per share (“Original Value”) equal to the amount specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from Grantee of consideration with respect to the Original Value of the Shares in the form of cash, past or future services rendered to the Company by Grantee, or such other form of consideration as is acceptable to the Company’s board of directors (the “Board”).
ACQUISITION OF DISTRIBUTORSHIP AGREEMENT (ENGLISH TRANSLATION)Distributorship Agreement • August 22nd, 2011 • Vlov Inc. • Apparel & other finishd prods of fabrics & similar matl
Address: 11/F 157 Taidong Road, Xiamen Guanyin Shan International Commercial Operation Centre A3-2, Siming District, Xiamen, Fujian Province 361000
COMMON STOCK PURCHASE WARRANT VLOV, INC.Vlov Inc. • October 27th, 2010 • Apparel & other finishd prods of fabrics & similar matl
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, AMERICAN CAPITAL VENUTRES, INC. (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 November 5, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the four-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from VLOV, Inc., a Nevada corporation (the “Company”), up to 300,000 shares (the “Warrant Shares”) of 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 1(b).
SHARE EXCHANGE AGREEMENT by and among Peng Xiang Peng Fei Investments Limited (“Peng Xiang“) and the Shareholders of Peng Xiang, on the one hand; and Sino Charter Inc. (“Sino Charter”), a Nevada corporation, and the Majority Stockholders of Sino...Share Exchange Agreement • February 13th, 2009 • Sino Charter Inc. • Transportation services • California
This Share Exchange Agreement, dated as of February 13, 2009 (this “Agreement”), is made and entered into by and among Peng Xiang Peng Fei Investments Limited, an international business company incorporated in the British Virgin Islands (“Peng Xiang”), and the shareholders of Peng Xiang (“Peng Xiang Shareholders”) listed on the Signature Pages for Peng Xiang Shareholders that are attached hereto, on the one hand; and Sino Charter Inc., a Nevada corporation (“Sino Charter”), and the stockholders of Sino Charter listed on Signature Page for Sino Charter Stockholders that is attached hereto (the “Sino Charter Stockholders”), on the other hand.
