COMMON STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (THIS "AGREEMENT") IS MADE AND ENTERED INTO AS OF THE 18TH DAY OF OCTOBER 2007, BY AND BETWEEN FASHION TECH INTERNATIONAL, INC., A NEVADA CORPORATION (THE "COMPANY"), AND HALTER FINANCIAL...Common Stock Purchase Agreement • October 19th, 2007 • Fashion Tech International Inc • Blank checks • Nevada
ContractChina Nutrifruit Group LTD • October 14th, 2008 • 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 15th, 2009 • China Nutrifruit Group LTD • Canned, fruits, veg, preserves, jams & jellies • Nevada
This Indemnification Agreement (this “Agreement”), dated as of the 10th day of June 2009 is made by and between CHINA NUTRIFRUIT GROUP LIMITED, a Nevada corporation (the “Company”), and William Haus, an independent director of the Company (the “Indemnitee”).
CHINA NUTRIFRUIT GROUP LIMITED INDEPENDENT DIRECTOR AGREEMENTIndemnification Agreement • June 15th, 2009 • China Nutrifruit Group LTD • Canned, fruits, veg, preserves, jams & jellies • Nevada
THIS AGREEMENT (The “Agreement”) is made as of the 10th day of June, 2009 and is by and between CHINA NUTRIFRUIT GROUP LIMITED, a Nevada corporation (hereinafter referred to as the “Company”), and William P. Haus (hereinafter referred to as the “Director”).
LOCK-UP AGREEMENTLock-Up Agreement • August 14th, 2008 • Fashion Tech International Inc • Blank checks • New York
THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into on August 14, 2008 between the stockholders set forth on the signature page to this Agreement (each, a "Holder") and Fashion Tech International, Inc., a Nevada corporation (the "Company").
CHINA NUTRIFRUIT GROUP LIMITED RESTRICTED SHARES GRANT AGREEMENTRestricted Shares Grant Agreement • November 5th, 2009 • China Nutrifruit Group LTD • Canned, fruits, veg, preserves, jams & jellies • Nevada
THIS RESTRICTED SHARE GRANT AGREEMENT (“Agreement”) by and between China Nutrifruit Group Limited, a Nevada corporation (the “Company”) and William Haus (the “Grantee”) is effective as of July 31, 2009 (the “Effective Date”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2008 • Fashion Tech International Inc • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 14, 2008 among Fashion Tech International, Inc., a Nevada corporation (collectively with all predecessors thereof, the “Company”), Fezdale Investments Limited, a British Virgin Island Company (together with its direct and indirect subsidiaries “BVI”), Daqing Longheda Food Company Limited, a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China (“WFOE”), and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
FEZDALE INVESTMENTS LIMITED Road Town, Tortola, British Virgin IslandsFezdale Investments • August 14th, 2008 • Fashion Tech International Inc • Blank checks
The purpose of this letter agreement (the “Agreement”) is to confirm your employment arrangement with Fezdale Investments Limited, on the following terms and conditions:
ContractChina Nutrifruit Group LTD • October 1st, 2009 • Canned, fruits, veg, preserves, jams & jellies
THESE SECURITIES AND ANY SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT 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 AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THESE SECURITIES.
ESCROW AGREEMENTEscrow Agreement • August 14th, 2008 • Fashion Tech International Inc • Blank checks • New York
ESCROW AGREEMENT, dated August 14, 2008 (this “Agreement”), by and among Fashion Tech International, Inc., a Nevada corporation (the “Company”), each of the investors that are purchasing Shares and are identified below (collectively, the “Investors”), WLT BROTHERS CAPITAL, 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).
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • August 14th, 2008 • Fashion Tech International Inc • Blank checks • New York
This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of August 14, 2008, is entered into by and among Fashion Tech International, Inc., a Nevada corporation (the “Company”), KUNG Yiu Fai (the “Make Good Pledgor”), WLT Brothers Capital, Inc., as Investor agent (“Investor Agent”) and Securities Transfer Corporation, as escrow agent (“Escrow Agent”).
SHARE EXCHANGE AGREEMENT BY AND AMONG FASHION TECH INTERNATIONAL, INC., FEZDALE INVESTMENTS LIMITED AND ITS SHAREHOLDERS August 14, 2008Share Exchange Agreement • August 14th, 2008 • Fashion Tech International Inc • Blank checks • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of August 14, 2008, is by and among Fashion Tech International, Inc., a Nevada corporation, (the “Parent”), Fezdale Investments Limited, a British Virgin Islands company (the “Company”), and the Shareholders of the Company identified on Annex A hereto (each, a “Shareholder”, and together, the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
English Summary) Trademark License AgreementTrademark License Agreement • August 14th, 2008 • Fashion Tech International Inc • Blank checks
In accordance with Article 40 of PRC Trademark Law and Article 43 of the Implementation Rules of the PRC Trademark Law, the Parties through amicable negotiation entered into this Agreement on 16 May, 2008 at Daqing Heilongjiang, PRC concerning the trademark license issues:
English Summary) Technology Cooperation AgreementTechnology Cooperation Agreement • August 14th, 2008 • Fashion Tech International Inc • Blank checks
With regard to research for extracting rare fruits and relevant manufacturing technology, both Parties agree as follows through negotiation:
AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2008 • China Nutrifruit Group LTD • Blank checks • New York
THIS AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT, dated as of September 25, 2008 (this “Amendment”), is entered into by and among China Nutrifruit Group Limited (formerly known as Fashion Tech International, Inc.), a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement (as defined below).
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • August 14th, 2008 • Fashion Tech International Inc • Blank checks • New York
This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of August 14, 2008, is entered into by and among Fashion Tech International, Inc., a Nevada corporation (the “Company”), KUNG Yiu Fai (the “Make Good Pledgor”), HFG International, Limited (“HFG”) and Securities Transfer Corporation, as escrow agent (“Escrow Agent”).
English Summary) MEMORANDUM OF UNDERSTANDINGFashion Tech International Inc • August 14th, 2008 • Blank checks
For the purchase of golden berry, the Company has respectively signed a document in the nature of Memorandum of Understanding (hereinafter referred to as “MOU”) concerning cooperation with Gonghe Town Government in Hailun County, QiQihaer City on 20 March 2008 and the Changfa Town Government in Nehe County, QiQihaer City on 26 March 2008. The content thereof is summarized as follows:
CHINA NUTRIFRUIT GROUP LIMITED 5th Floor, Chuangye Building, Chuangye Plaza Industrial Zone 3, Daqing Hi-Tech Industrial Development Zone Daqing, Heilongjiang 163316 People’s Republic of ChinaLetter Agreement • October 20th, 2010 • China Nutrifruit Group LTD • Canned, fruits, veg, preserves, jams & jellies • Virgin Islands
The purpose of this letter agreement (the “Agreement”) is to confirm your employment arrangement with China Nutrifruit Group Limited (the “Company”), on the following terms and conditions:
Trademark License AgreementLicense Agreement • August 14th, 2008 • Fashion Tech International Inc • Blank checks
Licensor has applied to the Trademark Office for registration of such trademark and has passed the initial examination on 13 March 2008; the trademark will be publicized on the Official Gazette on 14 June 2008.
CLOSING ESCROW AGREEMENTClosing Escrow Agreement • October 1st, 2009 • China Nutrifruit Group LTD • Canned, fruits, veg, preserves, jams & jellies • New York
This Closing Escrow Agreement, dated as of September 30, 2009 (this “Agreement”), is entered into by and between Securities Transfer Corporation (the “Escrow Agent”), China Nutrifruit Group Limited (the “Company”) and each investor identified on the signature pages hereto (the “Investors”).
FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • January 9th, 2009 • China Nutrifruit Group LTD • Canned, fruits, veg, preserves, jams & jellies • Shanghai
THIS FINANCIAL ADVISORY AGREEMENT ("Agreement" or "FAA") is made and entered into on this the 28th day of April, 2008, by and among HFG International, Limited, a Hong Kong corporation ("HFG"), and LongHeDa Food Company Limited, a company organized under the laws of the Peoples Republic of China ( the "Company").
English Summary) Renminbi Loan AgreementFashion Tech International Inc • August 14th, 2008 • Blank checks
Due to Party A’s needs as stated hereunder, Party A desires to obtain a loan from Party B and Party B agrees to offer Party A such a loan. The Parties entered into this Agreement through negotiation in accordance with Contract Law, General Provisions of Loans and other relevant laws and regulations:
English Summary)Fashion Tech International Inc • August 14th, 2008 • Blank checks
For the purpose of ensuring the performance of the contract numbered "(2007) Shang Yin Jie Zi No. 012" (hereinafter referred to as the "Main Contract" ), Party A is willing to set up collateral over the property which it has lawful rights to dispose, and Party B, after checking and reviewing the collateral property, is willing to accept the collateral. Based on friendly negotiation, Party A and Party B (hereinafter collectively referred to as the "Parties") hereby entered into the contract as follows:
English Summary) License AgreementLicense Agreement • August 14th, 2008 • Fashion Tech International Inc • Blank checks
Party A desires to use the brand and the image of the online game “the World of Legend” when producing functional beverage. Party B has the rights to, and agrees to authorize Party A to use the brand and the image of the online game “the World of Legend” to produce functional beverage. The Parties reach agreement as follows through amicable negotiation:
Premises Lease AgreementPremises Lease Agreement • June 12th, 2009 • China Nutrifruit Group LTD • Canned, fruits, veg, preserves, jams & jellies
According to the Contract Law of People’s Republic of China, through negotiation, Party A and Party B enter into this agreement (the “Agreement”) to clarify the rights and obligations of the Lessor and the Lessee.
FEZDALE INVESTMENTS LIMITED Road Town, Tortola, British Virgin IslandsFezdale Investments • August 14th, 2008 • Fashion Tech International Inc • Blank checks
The purpose of this letter agreement (the “Agreement”) is to confirm your employment arrangement with Fezdale Investments Limited, on the following terms and conditions:
AMENDMENT TO THE MAKE GOOD AGREEMENTMake Good Agreement • October 14th, 2008 • China Nutrifruit Group LTD • Blank checks • New York
THIS AMENDMENT TO THE MAKE GOOD ESCROW AGREEMENT, dated as of October 10, 2008 (this "Amendment"), is entered into by and among China Nutrifruit Group Limited (formerly known as Fashion Tech International, Inc.), a Nevada corporation (the "Company"), KUNG Yiu Fai (the "Make Good Pledgor"), WLT Brothers Capital, Inc., as Investor agent ("Investor Agent") and Securities Transfer Corporation, as escrow agent ("Escrow Agent"). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Make Good Agreement (as defined below).
FEZDALE INVESTMENTS LIMITEDFezdale Investments • July 6th, 2010 • China Nutrifruit Group LTD • Canned, fruits, veg, preserves, jams & jellies
The purpose of this letter agreement (the “Agreement”) is to confirm your employment arrangement with Fezdale Investments Limited, on the following terms and conditions:
English Summary) Distribution ContractFashion Tech International Inc • August 14th, 2008 • Blank checks
HOLDBACK ESCROW AGREEMENTHoldback Escrow Agreement • August 14th, 2008 • Fashion Tech International Inc • Blank checks • New York
This Holdback Escrow Agreement, dated as of August 14, 2008 (this “Agreement”), is entered into by and among Fashion Tech International, Inc., a Nevada corporation, and all predecessors thereof (collectively, the “Company”), WLT Brothers Capital, Inc., as Investor agent (the “Investor Agent”), and Securities Transfer Corporation (the “Escrow Agent”).
