0001144204-11-056346 Sample Contracts

LOANOUT AGREEMENT
Loanout Agreement • October 4th, 2011 • Vlov Inc. • Apparel & other finishd prods of fabrics & similar matl • Nevada

This LOANOUT AGREEMENT (this “Agreement”), dated as of September 28, 2011 (the “Effective Date”), is entered into by and between Worldwide Officers, Inc. a California Corporation (“Lender”), and VLOV, Inc., a Nevada corporation (the “Company”), for the services of Lender’s employee, Bennet P. Tchaikovsky (“Executive”). Executive is made a party to this Agreement solely for the purpose of acknowledging Section 4 hereof. Lender and the Company shall each be referred to as a “Party” and collectively as the “Parties.”

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VLOV, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • October 4th, 2011 • Vlov Inc. • Apparel & other finishd prods of fabrics & similar matl

Pursuant to that certain Loanout Agreement between the Company and Grantee dated as of September 28, 2011 (the “Loanout Agreement”), VLOV, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, Grantee shall receive the number of shares of common stock of the Company, par value $.00001 per share (“Par Value”), specified above (the “Shares”) having a fair value per share (“Original Value”) equal to the amount specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from Grantee of consideration with respect to the Original Value of the Shares in the form of cash, past or future services rendered to the Company by Grantee, or such other form of consideration as is acceptable to the Company’s board of directors (the “Board”).

VLOV, INC. RESTRICTED STOCK AWARD AGREEMENT
Stock Award Agreement • October 4th, 2011 • Vlov Inc. • Apparel & other finishd prods of fabrics & similar matl

Pursuant to that certain Loanout Agreement between the Company and Grantee dated as of September 28, 2011 (the “Loanout Agreement”), VLOV, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, Grantee shall receive the number of shares of common stock of the Company, par value $.00001 per share (“Par Value”), specified above (the “Shares”) having a fair value per share (“Original Value”) equal to the amount specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from Grantee of consideration with respect to the Original Value of the Shares in the form of cash, past or future services rendered to the Company by Grantee, or such other form of consideration as is acceptable to the Company’s board of directors (the “Board”).

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