CANCELABLE WARRANT AGREEMENTCancelable Warrant Agreement • April 14th, 2004 • Sinofresh Healthcare Inc • Services-business services, nec • Florida
This Cancelable Warrant Agreement (this “Agreement”) is entered into as of September 8, 2003, by and between SinoFresh HealthCare, Inc., a Delaware corporation (the “Company”), and Dave Macrae Trust (the “Holder”).
LEASELease • April 14th, 2004 • Sinofresh Healthcare Inc • Services-business services, nec
THIS LEASE is entered into this 1st day of April 2003, between DuPont & Fust Real-estate Ventures, LLC hereinafter “Landlord”, and SinoFresh HealthCare, Inc. hereinafter “Tenant”.
Moty Hermon [Address Omitted] October 28,2003Sinofresh Healthcare Inc • April 14th, 2004 • Services-business services, nec
I’m pleased to enclosed executed copies of our two letter agreements, namely my agreement with SinoFresh Healthcare, Inc. (“SinoFresh) dated October 21, 2003 and my agreement with you dated October 22, 2003.
Contract2003 Warrant Agreement • April 14th, 2004 • Sinofresh Healthcare Inc • Services-business services, nec • Florida
This 2003 Warrant Agreement (this “Agreement”) is entered into as of September 1, 2003, by and between SinoFresh HealthCare., a Florida corporation (the “Company”), and (the “Holder”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 14th, 2004 • Sinofresh Healthcare Inc • Services-business services, nec • New York
AGREEMENT dated as of November 15, 2002 by and among SinoFresh Healthcare, Inc., a corporation organized under the laws of the State of Delaware (“SFH”); SinoFresh HealthCare Europe, Ltd., a British Virgin Islands International Business Company (“SFE”); SinoFresh HealthCare Asia, Ltd., a British Virgin Islands International Business Company (“SFA”); Invest Linc Equity Fund II, L.P., a Nevada limited partnership, (“Equity Fund”); Invest Linc Emerging Growth Equity Fund I, L.L.C., a Nevada limited liability company (“Growth Fund”); and The Invest Linc Group, LLC (“Group” and together with Equity Fund and Growth Fund collectively referred to as “Purchasers” and individually a “Purchaser”).
RE: Letter of AgreementSinofresh Healthcare Inc • April 14th, 2004 • Services-business services, nec
This letter will serve to confirm our agreement with you, or an entity you control and may designate, to work with SinoFresh Healthcare, Inc. (“SFSH”) as a founding partner in our new European venture (“SFSH-Europe”).
Registration Rights AgreementRegistration Rights Agreement • April 14th, 2004 • Sinofresh Healthcare Inc • Services-business services, nec • Florida
THIS Registration Rights Agreement is made as of November 15, 2002, by and among SinoFresh HealthCare, Inc., a Delaware corporation (“SFH”); InvestLinc Equity Fund II, L.P., a Nevada limited partnership, (“Equity Fund”); Invest Linc Emerging Growth Equity Fund I, L.L.C., a Nevada limited liability company (“Growth Fund”), and The Invest Linc Group, LLC (“Group” and together with Equity Fund and Growth Fund collectively referred to as the “Stockholders” and individually a “Stockholder”).
ASSUMPTION AGREEMENTAssumption Agreement • April 14th, 2004 • Sinofresh Healthcare Inc • Services-business services, nec • Arizona
This Assumption Agreement (this “Agreement”) is entered into as of the 15th day of November, 2002, by and among Invest Linc Equity Fund II, a Nevada limited partnership (“Equity Fund”), Invest Linc Emerging Growth Equity Fund I, L.L.C., a Nevada limited liability company (“Growth Fund” and together with Equity Fund referred to jointly as “Lenders”) and SinoFresh HealthCare, Inc., a Delaware corporation (“New Borrower”). In addition, the party defined as the “Original Borrower” in the first Recital paragraph hereof has joined in this Agreement for purposes of evidencing its consent hereto and agreement with the matters set forth herein.
Charles Fust [Address Omitted]Sinofresh Healthcare Inc • April 14th, 2004 • Services-business services, nec
This letter will serve to confirm my agreement with you to serves as an independent financial consultant to me with respect to SinoFresh Healthcare, Inc. (“SFSH”) based from your home offices in Miami, Paris and Tel Aviv. In this regard, you have agreed to give your best efforts to consult with me in one or more of the following areas as you choose:
Consulting AgreementConsulting Agreement • April 14th, 2004 • Sinofresh Healthcare Inc • Services-business services, nec • New York
AGREEMENT made as of the 15th day of November, 2002, between SinoFresh Healthcare, Inc., a Delaware corporation having its principal place of business at 313 S. Seaboard Ave., Venice, Florida 34292 (“SFH”) and The Invest Linc Group, LLC, (the “Consultant”) for independent consulting services, as follows:
Warrant Certificate SinoFresh HealthCare, Inc.Sinofresh Healthcare Inc • April 14th, 2004 • Services-business services, nec
This Warrant Certificate certifies that The Invest Linc Group, LLC or registered assigns (the “Holder”) is the registered holder of 100,000 Warrants (the “Warrants”) to receive shares of Common Stock, $.0001 par value per share (“Common Stock”), of SinoFresh HealthCare, Inc., a Delaware corporation (the “Company”). Each Warrant entitles the registered holder thereof to receive from the Company one fully paid and nonassessable share (a “Share”) of Common Stock upon surrender of this Warrant Certificate at the office of the Company at 313 S. Seaboard Ave., Venice, Florida 34292 (the “Company Office”), subject to the conditions set forth herein and in the Consulting Agreement, dated as of November 15, 2002 (the “Consulting Agreement”), between the Company and the Holder. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Consulting Agreement. Each Warrant may be exercised at any time and from time to time, in whole or in part, by paying th
Contract2004 Warrant Agreement • April 14th, 2004 • Sinofresh Healthcare Inc • Services-business services, nec • Florida
This 2004 Warrant Agreement (this “Agreement”) is entered into as of September 1, 2004, by and between SinoFresh Corp., a Florida corporation (the “Company”), and Dave Macrae Trust (the “Holder”).
Charles A. Fust [Address Omitted]Sinofresh Healthcare Inc • April 14th, 2004 • Services-business services, nec
This letter will serve to confirm the intentions and understanding of the undersigned, Charles A. Fust., on behalf of himself and his successors, assigns, legatees and personal representatives (“Fust”), regarding the letter of agreement dated October 21, 2003 between SinoFresh HealthCare, Inc. (“SFH”) and Moty Hermon (the “October 21, 2003 Letter Agreement”), the letter of agreement between Charles Fust and Moty Herman dated October 22, 2003 (the “October 22, 2003 Letter Agreement”), and the supplemental letter agreement between Charles Fust on behalf of himself and SFH, and Moty Hermon dated October 28, 2003 (the “October 28, 2003 Letter Agreement”), the three foregoing agreements being hereinafter referred to collectively as the “Agreements”).
