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").
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:
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:
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:
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.
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:
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:
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”).
