0001144204-08-036360 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 23rd, 2008 • Southern Sauce Company, Inc. • Miscellaneous food preparations & kindred products • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of June 10, 2008, by and among Southern Sauce Company, Inc. (the “Company”), and the Shareholders listed on Schedule 1 hereto (the "Shareholders").

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SECURITIES PURCHASE AGREEMENT Dated as of June 10, 2008 among SOUTHERN SAUCE COMPANY, INC. and THE PURCHASERS LISTED ON EXHIBIT A AND EXHIBIT B
Securities Purchase Agreement • June 23rd, 2008 • Southern Sauce Company, Inc. • Miscellaneous food preparations & kindred products • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of June 10, 2008 by and among Southern Sauce Company, Inc., a Florida corporation (the “Company”), and each of the Purchasers of Units whose names are set forth on Exhibit A and Exhibit B hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

SECURITIES ESCROW AGREEMENT
Securities Escrow Agreement • June 23rd, 2008 • Southern Sauce Company, Inc. • Miscellaneous food preparations & kindred products • New York

THIS SECURITIES ESCROW AGREEMENT (the “Agreement”), dated as of June 10, 2008, is entered into by and among Southern Sauce Company, Inc., a Florida corporation (the “Company”), Vision Opportunity China LP, a closed-ended investment company incorporated in Guernsey, as representative of the Purchasers (the “Purchaser Representative”), each entity listed on Schedule A hereto (collectively, the “Principal Stockholders”), and Loeb & Loeb LLP, with an address at 345 Park Avenue New York, NY 10154 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).

LOCK-UP AGREEMENT
Lock-Up Agreement • June 23rd, 2008 • Southern Sauce Company, Inc. • Miscellaneous food preparations & kindred products • New York

THIS AGREEMENT (this “Agreement”) is dated as of June 10, 2008 by and between Southern Sauce Company, Inc., a Florida corporation (the “Company”), and ____________ (“Shareholder”).

AEGIS CAPITAL CORP.
Letter Agreement • June 23rd, 2008 • Southern Sauce Company, Inc. • Miscellaneous food preparations & kindred products • New York

This letter agreement (this “Agreement”) confirms the engagement of AEGIS CAPITAL CORP Inc. (“ACC”) and TIANJIN SHENGKAI INDUSTRIAL TECHNOLOGY DEVELOPMENT CO., LTD. (“SHENGKAI” or the “Company”) as non-exclusive placement agent and financial advisor to arrange the sale of equity or equity-linked securities including convertible preferred, convertible debt and debt with warrants (“Equity” or the “Securities”) on behalf of the Company as noted below.

Consigned Management Service Agreement by and among Tianjin Shengkai Industrial Technology Development Co., Ltd. Shengkai (Tianjin) Ceramic Valve Co., Ltd. and The Shareholders of Tianjin Shengkai Industrial Technology Development Co., Ltd. May 30th, 2008
Consigned Management Service Agreement • June 23rd, 2008 • Southern Sauce Company, Inc. • Miscellaneous food preparations & kindred products

This Consigned Management Service Agreement (“this Agreement”) is executed on May 30th, 2008 in Tianjin, PRC, among the following Parties:

EXCLUSIVE PURCHAE OPTION AGREEMENT by and among SHENGKAI (TIANJIN) CERAMIC VALVE CO., LTD. TIANJIN SHENGKAI INDUSRIAL TECHNOLOGY DEVELOPMENT CO., LTD. and THE SHAREHOLDERS SIGNATORIES THERETO
Exclusive Purchase Option Agreement • June 23rd, 2008 • Southern Sauce Company, Inc. • Miscellaneous food preparations & kindred products

This Exclusive Option Purchase Agreement (the “Agreement”) is executed by the following parties on May 30th, 2008 in Tianjin, the People’s Republic of China.

Equity Pledge Agreement By and among The Shareholders of Tianjin Shengkai Industrial Technology Development Co., Ltd. Shengkai (Tianjin) Ceramic Valve Co., Ltd. Tianjin Shengkai Industrial Technology Development Co., Ltd. May 30th, 2008
Equity Pledge Agreement • June 23rd, 2008 • Southern Sauce Company, Inc. • Miscellaneous food preparations & kindred products

THIS EQUITY PLEDGE AGREEMENT (hereinafter referred to as “this Agreement”) is executed by the following parties on May 30th, 2008 in Tianjin, People’s Republic of China (“PRC”):

MERGER AGREEMENT AND PLAN OF REORGANIZATION
Merger Agreement And • June 23rd, 2008 • Southern Sauce Company, Inc. • Miscellaneous food preparations & kindred products • Florida

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 9, 2008 (this “Agreement”) by and among Southern Sauce Company, Inc., a Florida corporation (“Parent”), Shen Kun Acquisition Sub Limited, a British Virgin Islands company which is a wholly owned subsidiary of Parent (“Acquisition Subsidiary”) and Shen Kun International Limited, a British Virgin Islands company (“Shen Kun”);

Loan Agreement By and between Tianjin Shengkai Industrial Technology Development Co., Ltd. and Shengkai (Tianjin) Ceramic Valve Co., Ltd. May 30th, 2008
Loan Agreement • June 23rd, 2008 • Southern Sauce Company, Inc. • Miscellaneous food preparations & kindred products

NOW, THEREFORE, The Parties have agreed through friendly negotiation to the terms and conditions with respect to the loan hereunder as follows:

Technology Service Agreement by and among Tianjin Shengkai Industrial Technology Development Co., Ltd. Shengkai (Tianjin) Ceramic Valve Co., Ltd. and
Technology Service Agreement • June 23rd, 2008 • Southern Sauce Company, Inc. • Miscellaneous food preparations & kindred products

(Party A, Party B and the Shareholders are referred to collectively in this agreement as the “Parties” and individually as “a Party” or “each Party”.)

ESCROW AGREEMENT
Escrow Agreement • June 23rd, 2008 • Southern Sauce Company, Inc. • Miscellaneous food preparations & kindred products • New York

This Agreement, dated as of June 2, 2008 (this “Agreement”), is entered into by and among Shen Kun International Limited, a limited liability company organized under the laws of the British Virgin Islands (“Shen Kun”), Southern Sauce Company, Inc., a Florida corporation (the “Company”), Loeb & Loeb LLP (the “Escrow Agent”), Vision Opportunity China LP, a closed-ended investment company incorporated in Guernsey (“Vision”), together with the Company, the “Escrowing Parties”), and each of the investors as set forth on Exhibit A attached hereto (together with Vision, each, a “Subscriber”, and collectively, the “Subscribers”). The principal address of each party hereto is set forth on Exhibit A.

ASSIGNMENT OF INTELLECTUAL PROPERTY
Assignment of Intellectual Property • June 23rd, 2008 • Southern Sauce Company, Inc. • Miscellaneous food preparations & kindred products

This ASSIGNMENT OF INTELLECUTAL PROPERTY (“Assignment”) is made and entered into as of June 9, 2008 (the “Effective Date”), by and between Southern Sauce Company, Inc. (“Assignor”), and Michael Jordan (“Assignee”).

INVESTOR AND PUBLIC RELATIONS ESCROW AGREEMENT
Investor and Public Relations Escrow Agreement • June 23rd, 2008 • Southern Sauce Company, Inc. • Miscellaneous food preparations & kindred products • New York

This Agreement, dated as of June 10, 2008 (this “Agreement”), is entered into by and among Southern Sauce Company, Inc., a Florida corporation (the “Company”), Sichenzia Ross Friedman Ference LLP (the “Escrow Agent”), Vision Opportunity China LP, a closed-ended investment company incorporated in Guernsey (“Vision”), and each of the investors as set forth on Exhibit A attached hereto (together with Vision, each, a “Subscriber”, and collectively, the “Subscribers”) (the Company and the Subscribers are collectively referred to as “Escrowing Parties”). The principal address of each party hereto is set forth on Exhibit A.

FIRST AMENDMENT TO ESCROW AGREEMENT
Escrow Agreement • June 23rd, 2008 • Southern Sauce Company, Inc. • Miscellaneous food preparations & kindred products • New York

This First Amendment to Escrow Agreement, dated as of June 4, 2008 (this “Agreement”), is entered into by and among Shen Kun International Limited, a limited liability company organized under the laws of the British Virgin Islands (“Shen Kun”), Southern Sauce Company, Inc., a Florida corporation (the “Company”), Loeb & Loeb LLP (the “Escrow Agent”) and Vision Opportunity China LP, a closed-ended investment company incorporated in Guernsey (“Vision”, together with the Company, the “Escrowing Parties”). The principal address of each party hereto is set forth on Exhibit A.

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