ESCROW AGREEMENT (PUBLIC OFFERING)Escrow Agreement • November 13th, 2017 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation • New York
AGREEMENT made this day of September 2017 by and among Imperial Garden & Resort, Inc. (the "Issuer") and the Placement Agent whose names and addresses appear on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 17 Battery Place, 8the Floor, New York, New York 10004. (The “Escrow Agent”).
SELLING AGENCY AGREEMENTSelling Agency Agreement • November 13th, 2017 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation • New York
ContractSelling Agency Agreement • December 6th, 2017 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) NETWORK 1 FINANCIAL SECURITIES, INC., OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF NETWORK 1 FINANCIAL SECURITIES, INC., OR OF ANY SUCH SELLING AGENTS OR SELECTED DEALER.
SELLING AGENCY AGREEMENTSelling Agency Agreement • September 28th, 2017 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation • New York
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • September 28th, 2017 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation
This subscription (this “Subscription”) is dated , 2017, by and between the investor identified on the signature page hereto (the “Investor”) and Imperial Garden & Resort, Inc., a British Virgin Islands company (the “Company”), whereby the parties agree as follows:
Loan AgreementLoan Agreement • September 14th, 2017 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation
Whereas, on May 26, 2017, the parties reached an agreement on the primary terms of the loan and executed the said loan agreement (the “Mengxin Loan Agreement”) on the date stated on the signature page (the “Execution Date”), which are set forth below:
Line of Credit AgreementLine of Credit Agreement • May 23rd, 2017 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation
This Line of Credit Agreement (the “Agreement”) shall constitute the binding agreement between Imperial Garden & Resort, Inc. (the “Company”) and Fun-Ming Lo with respect to the line of credit that Mr. Lo is willing to advance to the Company for its business operation.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 28th, 2016 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation • Virgin Islands
This Share Exchange Agreement (the “Agreement”), is made and entered into as of October 12, 2016, by and among the HUANG JIA Country CLUB and Recreation Inc., a company incorporated in Republic of Seychelles (the “Company”), Imperial Garden & Resort, Inc. (the “Parent”), a British Virgin Islands business company, and all of the shareholders of the Company who are Fun-Ming Lo, Ta-Chih Kuo and Shih-Han Liao, residents of Taiwan (each, a “Shareholder” and collectively, the “Shareholders”). The Parent, Shareholders and Company are sometimes hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 28th, 2016 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation
This membership interest purchase agreement (the “Agreement”), is made and entered into as of October 23, 2016, by and among the HUANG JIA Country CLUB and Recreation Inc., a company incorporated in Republic of Seychelles (the “Parent”), Ta-Teh-Fu Co., Ltd., a limited liability company incorporated in Taiwan (the “Company”), and Shu-Hui Chou, a resident of Taiwan and the sole member of the Company (the “Member”). The Member and the primary shareholder of the Parent are wife and husband. The Parent, Member and Company are sometimes hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
Investment AgreementInvestment Agreement • February 23rd, 2018 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation
The Parties of this agreement are Yao-Teh International Recreation Co., Ltd. (hereinafter referred to as “Party A”) represented by Fun-Ming Lo, and Wei-Yuan Teng (an individual, hereinafter referred to as “Party B”). As of April 21, 1995, Party B has invested in the development project of Party A’s Royal Country Golf Club located in the Miao Li County. Due to Mr. Teng’s personal and tax reasons, Party B decides not to register his ownership in Party A on Party A’s book records. In order to avoid future disputes, both parties agree to sign this Investment Agreement as proof of Party B’s investment with the following terms:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 28th, 2016 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation
This Share Purchase Agreement (the “Agreement”), is made and entered into as of October 23, 2016, by and among the HUANG JIA Country CLUB and Recreation Inc., a company incorporated in Republic of Seychelles (the “Parent”), Yao-Teh International Recreation Co., Ltd., a Taiwanese company (the “Company”), and several shareholders of the Company who are Fun-Ming Lo, Shu-Sui Tu and Shu-Hui Chou, residents of Taiwan (each, a “Shareholder” and collectively, the “Shareholders”). The Parent, Shareholders and Company are sometimes hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
Outsourcing Contract on Development of Miaoli Royal Resort Hotel Planning Unit: Chang Chen-Bin Architects Office October 29, 2015 Outsourcing Contract on Development of Miaoli Royal Resort HotelImperial Garden & Resort, Inc. • October 28th, 2016 • Services-miscellaneous amusement & recreation
The Covenanter: The HUANG JIA Country CLUB and Recreation Inc. (hereinafter referred to as Party A) and the Covenanter: Chang Chen-Bin Architects Office (hereinafter referred to as Party B) hereby agree to establish the following terms and conditions with regard to the development of Miaoli Royal Resort Hotel:
Settlement AgreementSettlement Agreement • September 14th, 2017 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation
During the period of 1992 and 1993, Party B delegated authorities to Geng-Meng Lin, the then Vice Chairman of Party B, to seek funds on behalf of Party B to mitigate Party B’s working capital shortage. Party B planned to use as collateral for the new loans, the land of 222.6313 hectares (approximately 550 acres) consisting of an aggregate of 268 parcels of land located in No. 64, Da Tao Ping District, Zao Qiao Township, Miao Su County and No. 19, Lao Tian Liao District, Tou Wu Township. Geng-Meng Lin signed the loan agreement (the “Loan Agreement”) with Party A on June 25, 1993, pursuant to which Party A agreed to provide a line of credit in the maximum amount of five hundred million New Taiwanese Dollars (approximately $26.5 million) to Party B with a lien and the unlimited Surface Rights on the Royal Golf Course and the nearby land in an aggregate of approximately 210 hectares owned by Party B. Party A lent an aggregate amount of four hundred million New Taiwan Dollars to Geng-Meng L
CONVERSION AGREEMENTConversion Agreement • September 14th, 2017 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation
This Conversion Agreement (the “Agreement”), is made and entered into on August 1, 2017 (the “Effective Date”), by and among Imperial Garden & Resort, Inc., a British Virgin Islands company (the “Company”), Fun-Ming Lo (the “Creditor”) and Yao-Teh International Recreation Co., Ltd. (“Yao-Teh”), one of the Company’s subsidiaries. The Creditor, Yao-Teh and the Company are sometimes hereinafter collectively referred to as the “Parties” and each as a “Party”.
Lease AgreementLease Agreement • October 28th, 2016 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation
Contractual Parties: Ta-Teh-Fu Company, Inc and legal representative ZHOU,SHU HUI (afterwards known as Party B). Yao-Teh International Recreation Company, Inc and legal representative LO,FUN MING (afterwards known as Party B). Both contractual parties set out the following provisions to establish a rental agreement for motorized golf cart and associated equipment rental
