ContractConcept Ventures Corp • February 22nd, 2007 • Blank checks
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.
LOCK-UP AGREEMENTLock-Up Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into on February 16, 2007 between the stockholders set forth on the signature page to this Agreement (each, a "Holder") and Concept Ventures Corporation, a Nevada corporation (the "Company").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of February 16, 2007, by and among Concept Ventures Corporation, a Nevada corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 16, 2007, by and among Concept Ventures Corporation, a Nevada corporation, and all predecessors thereto (collectively, the “Company”), the selling stockholder identified on the signature page hereto (the “Selling Stockholder”) and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
Lease AgreementLease Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks
Party A and Party B have reached an agreement through friendly negotiation that Party A will lease to Party B the unit for use as office owned by Party A itself, which is located at Room 22F01, Tower A, Tian’an Cyber Times Building, Futian District, Shenzhen.
Supplemental Lease AgreementSupplemental Lease Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks
Party A will lease the office owned by Party A itself, which is located at Room 22 F01, Block A, Tian’an Cyber Times Building, Futian District, Shenzhen to Party B for use of office. The size of it is 233 square meters and the original rental shall be increased from RMB 80 Yuan per square meter to RMB 120 Yuan per square meter. The rental per month shall be RMB 27,960 Yuan and shall be paid to the appointed bank account before the 18th each month. The lease term shall be one year from the 1st June 2006 to 30 May 2007.
CONSULTING AGREEMENTConsulting Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks • Shanghai
This Consulting Agreement (this "Agreement") is entered into as of October 19, 2006 by and between the Ritar International Group, Ltd, a holding company organized under the laws of the British Virgin Islands, ( “Ritar” or the "Company"), and Heritage Management Consultants, Inc., a corporation organized under the laws of South Carolina, USA (“Heritage” or the "Consultant").
ESCROW AGREEMENTEscrow Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks • New York
This Escrow Agreement (this “Agreement”), entered into as of this 16th day of February, 2007, is by and among Concept Ventures Corporation, a Nevada corporation (the “Company”), Mr. Jiada Hu (the “Selling Stockholder”), Roth Capital Partners, LLC ( “Roth”) and Thelen Reid Brown Raysman & Steiner LLP (hereinafter referred to as the “Escrow Agent”). All capitalized terms used but not defined herein shall have the meanings assigned them in the Securities Purchase Agreement (as hereinafter defined).
Lease Agreement for Factory Building and DormitoryLease Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks
In accordance with Regulations of Shenzhen Special Economic Zone on Lease of Houses and the Implement Rules of it, Party A and Party B have reached the following Agreement through friendly negotiations.
Lease AgreementLease Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks
In accordance with relevant Chinese laws, decrees and pertinent rules and regulations, Party A and Party B have reached an agreement through friendly negotiation based on principles of freedom of contract, equality and mutual benefit.
ContractNumber of Warrant Shares Available • February 22nd, 2007 • Concept Ventures Corp • Blank checks
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.
Employment ContractEmployment Contract • February 22nd, 2007 • Concept Ventures Corp • Blank checks
Shenzhen Ritar Power Co. Ltd ( hereinafter “Party A”) agrees to employ Mr. Zhenghua Cai ( hereinafter “Party B”) as the Chief Financial Officer (CFO). The two parties, pursuant to the principles of freedom of contract, equity, mutual benefits and trustworthiness, agree to sign this contract on August 1st, 2006.
Factory Buildings Lease AgreementFactory Buildings Lease Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks
For the purpose of introducing foreign capital, promoting the development and increasing the economic income of Party A, both parties make a friendly negotiation upon the their mutual benefit and common development. Based on the lease agreement signed on 15 January 2003 has expired on 30 January 2006, both parties conclude the following Agreement on 1 February 2006 for leasing Party A’s factory buildings.
FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks • Shanghai
THIS FINANCIAL ADVISORY AGREEMENT (“Agreement”) is made and entered into on the 5th of September 2006, by and between HFG International, Limited, a Hong Kong corporation (“HFG”), and Shenzhen Ritar Power Co., Ltd, a company organized under the laws of The People’s Republic of China (the “Company”).
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks • New York
This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of February 16, 2007, is entered into by and among Concept Ventures Corporation, a Nevada corporation (the "Company"), Roth Capital Partners, LLC, as agent (“Roth”), Mr. Jiada Hu, in his individual capacity ("Make Good Pledgor"), and Securities Transfer Corporation, as escrow agent ("Escrow Agent").
AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks
AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT, dated as of February 16, 2007 (this “Amendment”), by and among CONCEPT VENTURES CORPORATION, a Nevada corporation (the “Parent”), RITAR INTERNATIONAL GROUP LIMITED, a British Virgin Islands company (the “Company”), and the Stockholders of the Company signatory hereto (the “Stockholders”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to the same in the Share Exchange Agreement (as hereinafter defined).
Employment ContractEmployment Contract • February 22nd, 2007 • Concept Ventures Corp • Blank checks
Shenzhen Ritar Power Co. Ltd ( hereinafter “Party A”) agrees to employ Mr. Degang He (hereinafter “Party B”) as the Chief Engineer and the head of the research and development of new products (CTO). The two parties, pursuant to the principles of freedom of contract, equity, mutual benefits and trustworthiness, agree to sign this contract on August 1st, 2006.
Our ref: P/S2254/00005/06 Date: 6th March, 2006 Customer: Shenzhen Ritar Power Co., Ltd. Address: Building 9, Second Industrial Zone, Fuqiao, Qiaotou Village, Fuyong Town, Bao’an District, Shenzhen Dear Sirs,Concept Ventures Corp • February 22nd, 2007 • Blank checks
We, DBS Bank (Hong Kong) Limited Shenzhen Branch (the “Bank ”), are pleased to inform you that we propose to make available to you the following banking facilities (the “Facilities”) upon the following terms and conditions. The Facilities will be effective until the date when the Bank decides to terminate the Facilities and serve you the termination notice. The Bank shall have the right to review the Facilities anytime (including the annual review on the Facilities pursuant to the standard practice of banks), and to elect (not obliged) to notify the Borrower/or any security provider/or any guarantor of the decision to extend the term of the Facilities. Whether the aforesaid notice is served shall not affect any right under this letter/or any guaranty or mortgage documents:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks • Nevada
REGISTRATION RIGHTS AGREEMENT, dated as of February 16, 2007 (this “Agreement”), among the persons executing this Agreement as holders (the “Holders”) below and CONCEPT VENTURES CORPORATION, a Nevada corporation (the “Company”).
GUARANTEE AGREEMENT BY AND AMONG HU JIA DA (AS GUARANTOR) SHENZHEN RITAR POWER CO., LTD. (AS GUARANTEE) AND DBS BANK (HONG KONG) LTD. SHENZHEN BRANCH (AS OBLIGEE) DATE: 7 MARCH 2006Guarantee Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks
Real Property Lease AgreementReal Property Lease Agreement • February 22nd, 2007 • Concept Ventures Corp • Blank checks
Sales ContractConcept Ventures Corp • February 22nd, 2007 • Blank checks
The undersigned Seller and Buyer have agreed to close the following transactions according to the terms and conditions set forth as below:
Employment ContractEmployment Contract • February 22nd, 2007 • Concept Ventures Corp • Blank checks
Shenzhen Ritar Power Co. Ltd ( hereinafter “Party A”) agrees to employ Mr. Jiada Hu (hereinafter “Party B”) as the Chief Executive Officer (CEO). The two parties, pursuant to the principles of freedom of contract, equity, mutual benefits and trustworthiness, agree to sign this contract on August 1st, 2006.
Reference No.: P/S2254/00344/06 Date: 22 November 2006 Shenzhen Ritar Power Co., Ltd. Building 9, Second Industrial Zone, Fuqiao, Qiaotou Village, Fuyong Town, Bao’an District, Shenzhen To whom it may concern: Supplement to Credit Facility Agreement:...Concept Ventures Corp • February 22nd, 2007 • Blank checks
We (Shenzhen Branch of DBS Bank (Hong Kong) Co., Ltd., hereinafter referred to as “Bank”) are pleased to inform your company that in accordance with the Letter of Credit Facilities and its Supplementary Arrangement (Ref. P/S2254/00005/06 and P/S2254/00193/06A) which were issued by us on 6 March 2006 and 29 May 2006 respectively and have been signed and accepted by your company (hereinafter collectively referred to as “Original Letter”), we hereby confirm that except for the following amendment and supplement, the terms and conditions of the Original Letter shall remain valid until further notice:
Employment ContractEmployment Contract • February 22nd, 2007 • Concept Ventures Corp • Blank checks
Shenzhen Ritar Power Co. Ltd ( hereinafter “Party A”) agrees to employ Mr. Jianjun Zeng, (hereinafter “Party B”) as the Chief Operating Officer (COO). The two parties, pursuant to the principles of freedom of contract, equity, mutual benefits and trustworthiness, agree to sign this contract on August 1st, 2006.
