ContractTK Star Design, Inc. • July 22nd, 2011 • Services-miscellaneous repair services • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services • New York
This Consulting Services Agreement (this “Agreement”) is dated June 15, 2010, and is entered into between Hunan Beiwei International Media Consulting Co., Ltd., a company with limited liability formed under the laws of the People’s Republic of China (“Party A”), and Changsha Zhongte Trade Advertising Co., Ltd., a company with limited liability formed under the laws of the People’s Republic of China (“Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”
OPTION AGREEMENTOption Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services • New York
This Option Agreement (this “Agreement”) is dated June 15, 2010 and is entered into between Hunan Beiwei International Media Consulting Co., Ltd., a company with limited liability formed under the laws of the People’s Republic of China (“Party A”), Changsha Zhongte Trade Advertising Co., Ltd., a company with limited liability formed under the laws of the People’s Republic of China (“Party B”) and each of the shareholders of Party B listed on Appendix 1 (“Shareholders”). Party A, Party B, and Shareholders are collectively referred to in this Agreement as the “Parties.”
OPERATING AGREEMENTOperating Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services • New York
This Operating Agreement (this “Agreement”) is dated June 15, 2010 and is entered into between Hunan Beiwei International Media Consulting Co., Ltd., a company with limited liability formed under the laws of the People’s Republic of China (“Party A”), Changsha North Latitude 30 Cultural Communications Co., Ltd., a company with limited liability formed under the laws of the People’s Republic of China (“Party B”) and each of the shareholders of Party B listed on Appendix 1 (“Shareholders”). Party A, Party B, and Shareholders are collectively referred to in this Agreement as the “Parties.”
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated June 15, 2010 and is entered into between Hunan Beiwei International Media Consulting Co., Ltd., a company with limited liability formed under the laws of the People’s Republic of China (“Party A” or “Pledgee”), Changsha North Latitude 30 Cultural Communications Co., Ltd., a company with limited liability formed under the laws of the People’s Republic of China (“Party B”) and each of the shareholders of Party B listed on Appendix 1 (collectively “Shareholders” or “Pledgors”). Party A, Party B, and Shareholders are collectively referred to in this Agreement as the “Parties.”
PROXY AGREEMENTProxy Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services
This Proxy Agreement (the “Agreement”) is dated June 15, 2010 and is entered into between Hunan Beiwei International Media Consulting Co., Ltd., a company with limited liability formed under the laws of the People’s Republic of China (“Party A” or “Proxy Holder”), Changsha Beichen Cultural Communications Co., Ltd., a company with limited liability formed under the laws of the People’s Republic of China (“Party B”) and each of the shareholders of Party B listed on Appendix 1 (“Shareholders”). Party A, Party B, and Shareholders are collectively referred to in this Agreement as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services • Texas
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of date set forth on the signature page hereof, is made by and between TK Star Design Inc, a Nevada corporation (the “Company”) and each investor listed on Exhibit A hereto (each such investor individually, a “Purchaser” and, collectively, the “Purchasers.”
PROXY AGREEMENTProxy Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services
This Proxy Agreement (the “Agreement”) is dated June 15, 2010 and is entered into between Hunan Beiwei International Media Consulting Co., Ltd., a company with limited liability formed under the laws of the People’s Republic of China (“Party A” or “Proxy Holder”), Changsha Zhongte Trade Advertising Co., Ltd., a company with limited liability formed under the laws of the People’s Republic of China (“Party B”) and each of the shareholders of Party B listed on Appendix 1 (“Shareholders”). Party A, Party B, and Shareholders are collectively referred to in this Agreement as the “Parties.”
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services
This Assignment and Assumption Agreement (the "Agreement") is effective as of July 20, 2011, by and between TK Star Design, Inc., a Nevada Corporation ("Assignor"), and Thomas P. Kinney (individually an “Assignee”).
ESCROW AGREEMENTEscrow Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services • New York
This ESCROW AGREEMENT (this “Agreement”) made as of July 20, 2011 by and between TK Star Design Inc, a Nevada corporation (the “Issuer”) and Bernard & Yam, LLP, 401 Broadway, Suite 1708, New York, NY 10013 (the “Escrow Agent”).
LOCKUP AGREEMENTLockup Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services • Texas
This AGREEMENT (the “Agreement”) is made as of the 20th day of July, 2011, by each and all undersigned individuals (“Holder”), maintaining an address at 25-26F Wanxiang Enterprise Building, No.70 Station North Road, Changsha, Hunan Province, China, Postal Code: 410001, in connection with their respective ownership of shares of TK Star Design Inc., a Nevada corporation (the “Company”), as set forth on the signature page hereto.
COMMUNICATIONS SERVICES ESCROW AGREEMENTCommunications Services Escrow Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services • Texas
This COMMUNICATIONS SERVICES ESCROW AGREEMENT (this “Agreement”) made as of July 20, 2011 by and between TK Star Design Inc, a Nevada corporation (the “Client”), JOL Group, LLC. (the “Consultant”) , Guolin Yang, a shareholder of Client (the “Shareholder”) and Bernard & Yam, LLP, 401 Broadway, Suite 1708, New York, NY 10013 (the “Escrow Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services • Texas
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of July 20, 2011, by and between TK Star Design Inc, a Nevada corporation (the “Company”), and each investor listed on Exhibit A hereto (each such investor individually, a “Subscriber” and, collectively, the “Subscribers”; such Subscribers and their transferors are hereinafter individually referred to as a “Holder
SHARE EXCHANGE AGREEMENT by and among Phoenix International (China) Limited Company. (“Phoenix International”) and the Stockholder of Phoenix International, on the one hand; and TK Star Design Inc (“PUBCO”), a Nevada corporation, and the Majority...Share Exchange Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services • Texas
This Share Exchange Agreement, dated as of July 20, 2011 (this “Agreement”), is made and entered into by and among Guolin Yang, Hongdong Xu, and Jun Liang and Zhenping Wang (the “Phoenix International Stockholders”), shareholders of Phoenix International (China) Limited, a Hong Kong company (“Phoenix International”), on the one hand; and TK Star Design Inc., a publicly traded corporation incorporated in Nevada (OTCBB: PUBCO) (“PUBCO”), and the shareholders of PUBCO listed on Signature Page for PUBCO Stockholders that is attached hereto (the “PUBCO Stockholders”), on the other hand. Phoenix International is a party to this agreement solely to make representations and warranties as set forth herein.
PROMISSORY NOTE CONVERSION AGREEMENTPromissory Note Conversion Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services • Texas
This Promissory Conversion Agreement (the “Agreement”) is made as of July 20, 2011 by and between TK Star Design Inc, a Nevada corporation (the “Company”), and the note holders whose information is set forth in the Schedule A attached hereto, (the “Note Holders”).
COMMUNICATIONS SERVICES AGREEMENTCommunications Services Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services • Texas
This agreement (the “Agreement”) is made this 20th day of July, 2011, between JOL Group, LLC. (hereinafter referred to as “Consultant”), and TK Star Design Inc, a Nevada Corporation (hereinafter referred to as “Client” and together with Consultant, the “Parties”):
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 22nd, 2011 • TK Star Design, Inc. • Services-miscellaneous repair services • Nevada
This Agreement (the “Agreement”) made this 20th day of July, 2011, by and between Gary B. Wolff (“Sellers’ Representative”), who represents each of the persons listed on Exhibit A (collectively, the “Sellers”) and Sasha Shemirani (“Purchaser”), The Sellers and the Purchaser may be referred to herein singularly as a “Party” and collectively, as the “Parties.”
