ContractTrunkbow International Holdings LTD • December 15th, 2010 • Services-prepackaged software
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 SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
•] SHARES TRUNKBOW INTERNATIONAL HOLDINGS LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • January 6th, 2011 • Trunkbow International Holdings LTD • Services-prepackaged software • New York
SHARE PLEDGE AGREEMENTShare Pledge Agreement • December 15th, 2010 • Trunkbow International Holdings LTD • Services-prepackaged software
This Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on December 20, 2007 in Jinan, the People’s Republic of China (“China”):
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • December 15th, 2010 • Trunkbow International Holdings LTD • Services-prepackaged software
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 20th day of December, 2007 in JINAN, the People’s Republic of China (“China” or the “PRC”):
Loan AgreementLoan Agreement • December 15th, 2010 • Trunkbow International Holdings LTD • Services-prepackaged software
This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of the 20th day of December, 2007 in Jinan, the People’s Republic of China (“China” or the “PRC”):
Guarantee Contract S/N: 37100120120054257-2 (This is a summary translation to be used for reference only)Guarantee Contract • July 3rd, 2012 • Trunkbow International Holdings LTD • Services-prepackaged software
To ensure the performance of Domestic Factoring Contract (with Recourse) (Contract No. 37062020120000225) (“Master Contract”) between the Creditor and Trunkbow Asia Pacific (Shandong) Co. Limited (the “Debtor”), the Guarantor is willing to provide the following guarantee.
Guarantee Contract S/N: 37100120120038921-2 (This is a summary translation to be used for reference only)Guarantee Contract • May 21st, 2012 • Trunkbow International Holdings LTD • Services-prepackaged software
To ensure the performance of Domestic Factoring Contract (with Recourse) (“Master Contract”) between the Creditor and Trunkbow Asia Pacific (Shandong) Co. Limited (the “Debtor”), the Guarantor is willing to provide the following guarantee.
Pledge Contract S/N: 37100420120004783 (This is a summary translation to be used for reference only)Pledge Contract • July 3rd, 2012 • Trunkbow International Holdings LTD • Services-prepackaged software
To ensure the performance of Domestic Factoring Contract (with Recourse) between the Pledgee and the Pledgor (“Master Contract”), the Pledgee and the Pledgor have entered into the following pledge contract as guarantee.
This is a selective translation to be used for reference only) Maximum Amount Pledge Contract (To be used when the Pledgor is a natural person) S/N: 99062011D97190-2Trunkbow International Holdings LTD • March 30th, 2012 • Services-prepackaged software
To: China Minsheng Banking Corp., Ltd., Hong Kong Branch GENERAL AGREEMENT BY CUSTOMER(S) THIS IS AN IMPORTANT DOCUMENT. SIGN ONLY IF YOU INTEND TO BE BOUND BY IT.Trunkbow International Holdings LTD • January 29th, 2014 • Services-prepackaged software • Hong Kong
The following terms and conditions are agreed between each party signing this Agreement as customer (each a “Customer” and “Customers” means any two or more of them) and China Minsheng Banking Corp., Ltd., Hong Kong Branch (the “Bank” which includes all the branches and offices of China Minsheng Banking Corp., Ltd., wherever situated, its successor and assigns), on the date specified in Schedule 2 to this Agreement.
This is a summary translation to be used for reference only) Maximum Amount Guarantee Contract (To be used when the Guarantor is a natural person) S/N: 99062011B97190Trunkbow International Holdings LTD • March 30th, 2012 • Services-prepackaged software
SUBSCRIPTION AGREEMENT FOR SHARES OF COMMON STOCK OF BAY PEAK 5 ACQUISITION CORP.Subscription Agreement • April 7th, 2010 • Bay Peak 5 Acquisition Corp. • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this ___ day of February, 2010 by and among Bay Peak 5 Acquisition Corp., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber,” and collectively “Subscribers”).
Guarantee Contract S/N: 37100120120053712-2 (This is a summary translation to be used for reference only)Trunkbow International Holdings LTD • July 3rd, 2012 • Services-prepackaged software
To ensure the performance of Domestic Factoring Contract (with Recourse) (Contract No. 37062020120000222) (“Master Contract”) between the Creditor and Trunkbow Asia Pacific (Shandong) Co. Limited (the “Debtor”), the Guarantor is willing to provide the following guarantee.
Pledge Contract S/N: 37100420120003495 (This is a summary translation to be used for reference only)Pledge Contract • May 21st, 2012 • Trunkbow International Holdings LTD • Services-prepackaged software
To ensure the performance of Domestic Factoring Contract (with Recourse) between the Pledgee and the Pledgor (“Master Contract”), the Pledgee and the Pledgor have entered into the following pledge contract as guarantee.
JOINT FILING AGREEMENTJoint Filing Agreement • November 6th, 2012 • Trunkbow International Holdings LTD • Services-prepackaged software
Pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, each of the undersigned hereby agrees that only one statement containing the information required by this Schedule 13D, and any further amendments to such Schedule 13D, need be filed with respect to the ownership by each of the undersigned with respect to the shares of common stock, par value $0.001 per share, of Trunkbow International Holdings Limited. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • December 15th, 2010 • Trunkbow International Holdings LTD • Services-prepackaged software
This Exclusive Business Cooperation Agreement (this "Agreement") is made and entered into by and between the following Parties on December 20, 2007 in Jinan, the People's Republic of China (“China” or the “PRC”).
Domestic Factoring Contract (with Recourse) S/N: 37062020120000044 (This is a summary translation to be used for reference only)Factoring Contract • May 21st, 2012 • Trunkbow International Holdings LTD • Services-prepackaged software
Whereas, Party A as the Seller (the creditor) will use the accounts receivable generated with the Buyer (the debtor) to apply for domestic factoring service (with recourse), the parties here have entered into the following contract.
This is a summary translation to be used for reference only) Medium-to-Small Sized Enterprise Financing Service Contract S/N: 99062011297190Trunkbow International Holdings LTD • March 30th, 2012 • Services-prepackaged software
This is the component part of the “Medium-to-Small Sized Enterprise Financing Service Contract” (hereinafter, “This Contract”).
SHARE EXCHANGE AGREEMENT by and among BAY PEAK 5 ACQUISITION CORP. TRUNKBOW INTERNATIONAL HOLDINGS LIMITED and THE SHAREHOLDERS OF TRUNKBOW INTERNATIONAL HOLDINGS LIMITED NAMED HEREIN Dated as of January 29, 2010Share Exchange Agreement • April 7th, 2010 • Bay Peak 5 Acquisition Corp. • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of January 27, 2010, is by and among BAY PEAK 5 ACQUISITION CORP., a Nevada corporation (“Bay Peak”), TRUNKBOW INTERNATIONAL HOLDINGS LIMITED, a British Virgin Islands company (“Trunkbow”), and the individuals identified on Annex A hereto (together referred to herein as the “Shareholders” and each a “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex B hereto.
LIMITED GUARANTYLimited Guaranty • December 10th, 2013 • Trunkbow International Holdings LTD • Services-prepackaged software • Nevada
Limited Guaranty, dated as of December 10, 2013 (this “Limited Guaranty”), by Dr. Wanchun Hou, People’s Republic of China Passport No: G34572959, and Mr. Qiang Li, People’s Republic of China Passport No: G38438782 (each, a “Guarantor” and together, the “Guarantors”), in favor of Trunkbow International Holdings Limited, a Nevada corporation (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER Dated as of December 10, 2013 among TRUNKBOW MERGER GROUP LIMITED TRUNKBOW INTERNATIONAL MERGER SUB LIMITED and TRUNKBOW INTERNATIONAL HOLDINGS LIMITEDAgreement and Plan of Merger • December 10th, 2013 • Trunkbow International Holdings LTD • Services-prepackaged software • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 10, 2013, is by and among Trunkbow Merger Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Trunkbow International Merger Sub Limited, a Nevada corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Trunkbow International Holdings Limited, a Nevada corporation (the “Company”, and, together with Parent and Merger Sub, the “Parties” and each, a “Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2010 • Bay Peak 5 Acquisition Corp. • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February ___, 2010, by and among Bay Peak 5 Acquisition Corp. (“Bay Peak”), a Nevada corporation, and the undersigned subscribers (each, a "Subscriber", and collectively, the "Subscribers").
Repayment AgreementRepayment Agreement • May 26th, 2010 • Trunkbow International Holdings LTD • Services-prepackaged software
The Borrower [______] is the shareholder of Trunkbow Technologies (Shenzhen ) Co., Ltd. with [__]% of shares. Due to the large expenditure that is needed for regular operations and for public offering and listing process, [______] borrowed from the company in order to facilitate and fasten the payment.
