ESCROW AGREEMENTEscrow Agreement • July 3rd, 2008 • Sunset Suits Holdings, Inc. • New York
ESCROW AGREEMENT, dated May 21, 2008 (this “Agreement”), by and among SMSA III ACQUISITION CORP., a Nevada corporation (the “Company”), each of the investors that are purchasing Shares and are identified below (collectively, the “Investors”), WENTWORTH SECURITIES, INC. as Placement Agent (the “Placement Agent”) and THELEN REID BROWN RAYSMAN & STEINER LLP (hereinafter referred to as “Escrow Agent”). All capitalized terms used but not defined herein shall have the meanings assigned them in the Securities Purchase Agreement (as hereinafter defined).
ENGLISH TRANSLATION OF RESTATEMENT OF AGREEMENT FOR LOAN) ANNEX no. 3Sunset Suits Holdings, Inc. • July 3rd, 2008
Bank Współpracy Europejskiej S.A. in Wroclaw ul. Sudecka 95/97, 53-128 Wrocław, which is entered into the Register of Entrepreneurs of the National Court Register held by the District Court for Wroclaw - Fabryczna, 6th Commercial Department of the National Court Register under no. KRS 0000005245, represented by:
ENGLISH TRANSLATION) Agreement on the entry into a loan debtSunset Suits Holdings, Inc. • July 3rd, 2008
An agreement was executed on 15/05/2007 in Warsaw, by and between Bank Gospodarki Żywnościowej Spółka Akcyjna with its registered office in Warsaw, at ul. Kasprzaka 10/16, a Company with fully paid up share capital of PLN 43,136,764 (the nominal value of the conditional increase in share capital is PLN 117,540), which is registered in the Register of Entrepreneurs in the National Court Register held by the District Court for the Capital City of Warsaw, 12th Commercial Department in Warsaw, under the KRS number 0000011571, holder of tax ID number (NIP) 526-10-08-546, hereinafter referred to as the Bank, represented by:
ENGLISH TRANSLATION) LEASE AGREEMENT FOR COMMERCIAL PREMISESLease Agreement • July 3rd, 2008 • Sunset Suits Holdings, Inc.
Fashion Service Sp. z o.o. with its registered office in Poznań, at 57 Garbary St., 61-758 Poznań, entered in the Register of Entrepreneurs of the National Court Register by the District Court for Poznań – Nowe Miasto and Wild in Poznań, Commercial Division VIII of the National Court Register, under number KRS 0000294354, tax number NIP 7781450551, share capital PLN 1,001,000.00
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 3rd, 2008 • Sunset Suits Holdings, Inc. • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of May 8, 2008, is by and among SMSA III ACQUISITION CORP., a Nevada corporation (the “Parent”), SUNSET SUITS S.A., a Polish joint stock company, with its registered office in Poznań, 57 Garbary Str., entered in the business register of the National Court Register maintained by the District Court in Poznań, XII Business Department of the National Court Register under KRS No. 0000265620 (the “Company”), and the shareholders of the Company signatory hereto (each a “Shareholder” and, jointly, the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
ENGLISH TRANSLATION) SUBLEASE AGREEMENT FOR COMMERCIAL PREMISESSublease Agreement • July 3rd, 2008 • Sunset Suits Holdings, Inc.
Sunset Suits Men's Fashion Moda Meska with its registered office in Poznań at 57 Garbary St., holding tax number NIP 778-004-14-54 represented by Mirosław Kranik – owner (the "Lessor")
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 3rd, 2008 • Sunset Suits Holdings, Inc.
STOCK PURCHASE AGREEMENT, dated as of May 21, 2008 (this “Agreement”), between each of Mirosław Kranik and Ewelina Ligocka-Kranik (each a “Seller,” and collectively the “Sellers”), and SMSA III Acquisition Corp., a Nevada corporation (the “Purchaser”).
Agreement between SUNSET SUITS SA and “Mirosław Kranik SUNSET SUITS MEN'S FASHION MODA MĘSKA" concluded in connection with the RESOLUTION ON CAPITAL INCREASE OF SUNSET SUITS SA.Sunset Suits Holdings, Inc. • July 3rd, 2008
Mirosław Kranik, doing business as “Mirosław Kranik SUNSET SUITS MEN'S FASHION MODA MĘSKA,” with registered office in Poznań at ul. Garbary 57, entered in the Business Register of the Poznań Municipal Office under number 15097/94/S, and
ENGLISH TRANSLATION) Agreement for Regular Business CooperationSunset Suits Holdings, Inc. • July 3rd, 2008
ENGLISH TRANSLATION OF RESTATEMENT OF PREFERENTIAL INVESTMENT LOAN AGREEMENT) ANNEX no. 2Sunset Suits Holdings, Inc. • July 3rd, 2008
to the preferential investment loan agreement no. 13001049-18555-039-1997 executed on 30/12/1997 with annexes no. 01/98 of 25/03/1998, no. 02/98 of 31/03/1998, no. 03/98 of 31/03/1998, no. 04/98 of 21/05/I998, no. 05/98 of 15/06/1998, no. 06/98 of 17/07/1998, no. 07/98 of 29/10/1998, no. 08/98 of 10/12/1998, no. 09/99 of 21/01/1999, no. 10/99 of 29/11/1999, no. 11/2000 of 06/03/2000, no. 12/2000 of 03/07/2000, no. 13/2000 of 01/09/2000, no. 14/2001 of 01/03/2001 and annex no. 1/2002 of 28/01/2002
AGREEMENT ON THE ENTRY INTO A LOAN DEBT (with the borrower’s participation)Restructuring Agreement • July 3rd, 2008 • Sunset Suits Holdings, Inc.
An agreement was entered into on 08.02.2007 in Poznań by and between ING Bank Śląski Spółka Akcyjna with its registered office in Katowice, ul. Sokolska 34, which is entered into the Register of Entrepreneurs at the District Court in Katowice, Commercial Department of the National Court Register under the number KRS 0000005459 with a tax ID number (NIP) 634-013-54-75 and share capital of PLN 130,100,000 and paid up share capital of PLN 130,100,000, Branch in Poznań, ul. Piekary 7, hereinafter referred to as the “Bank",
COOPERATIVE SERVICES AGREEMENTCooperative Services Agreement • July 3rd, 2008 • Sunset Suits Holdings, Inc. • Texas
THIS COOPERATIVE SERVICES AGREEMENT ("Agreement" or "CSA") is made and entered into on this the 24 day of December, 2007, by and between Halter Financial Group, L.P., a Texas limited partnership ("HFG"), and Sunset Suits S.A., a Polish joint stock company (the "Company").
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • July 3rd, 2008 • Sunset Suits Holdings, Inc. • New York
Each of the investors in the private offering of securities of the Company (the “Investors”) has entered into a Securities Purchase Agreement, dated as of the date hereof (the “SPA”), evidencing their participation in the Company's private offering (the “Offering”) of securities. As an inducement to the Investors to participate in the Offering and as set forth in the SPA, Make Good Pledgor agreed to place the “Escrow Shares” (as defined in Section 2 hereto) into escrow for the benefit of the Investors in the event the Company failed to satisfy certain After-Tax Net Income thresholds.
FIRST AMENDED COOPERATIVE SERVICES AGREEMENTCooperative Services Agreement • July 3rd, 2008 • Sunset Suits Holdings, Inc. • Texas
THIS FIRST AMENDED COOPERATIVE SERVICES AGREEMENT ("Agreement") is made and entered into on this the 24th day of January, 2008, by and between Halter Financial Group, L.P.("HFG"), and Sunset Suits S.A., a Polish Joint Stock Company (the "Company").
ENGLISH TRANSLATION) COMMERCIAL COOPERATION AGREEMENTCommercial Cooperation Agreement • July 3rd, 2008 • Sunset Suits Holdings, Inc.
