EXHIBIT 10.1 Securities Purchase Agreement SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT, dated as of December 28, 2005 (this "Agreement"), by and among Duluth Venture Capital Partners, LLC, a Minnesota limited liability company (the...Securities Purchase Agreement • December 30th, 2005 • Equicap Inc • Non-operating establishments • New York
ContractSecurities Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments
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.
Exhibit 10.3 AMENDATORY AGREEMENT This Amendatory Agreement (the "Agreement") is dated December 13, 2005 and is between Duluth Venture Capital Partners, LLC, a Minnesota limited liability company ("Duluth") and Equicap, Inc. ("Company") with respect...Amendatory Agreement • December 21st, 2005 • Equicap Inc • Non-operating establishments • Colorado
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 7, 2007, among Equicap, Inc., a Nevada corporation, and all predecessors thereto (collectively, the “Company”), Usunco Automotive Limited, a British Virgin Islands corporation (“Usunco”), Usunco’s 75% owned subsidiary, Zhejiang Zhongchai Machinery Co., Ltd., a corporation organized under the laws of the People’s Republic of China (“Zhongchai”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of March 7, 2007, is by and among Equicap, Inc., a Nevada corporation (the “Parent”), Usunco Automotive Limited, a British Virgin Islands company (the “Company”), and the Stockholders of the Company signatory hereto (the “Stockholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • New York
This Consulting Agreement (this “Agreement”) is made as of March 7, 2007 by and between Equicap, Inc., a Nevada corporation (the “Company”) and Fountainhead Capital Partners Limited, an entity registered in Jersey (“FHCP”) (each a “Party” and collectively referred to hereafter as the “Parties”).
SHARE EXCHANGE AGREEMENT by and among CANG BAO TIAN XIA INTERNATIONAL ART TRADE CENTER, INC., a Nevada Company and ZHI YUAN LIMITED a Cayman Islands Company and THE SHAREHOLDERS OF ZHI YUAN LIMITED LISTED ON EXHIBIT A Dated as of July 27, 2020Share Exchange Agreement • July 27th, 2020 • Cang Bao Tian Xia International Art Trade Center, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Nevada
THIS SHARE EXCHANGE AGREEMENT (this “ Agreement ”), dated as of July 27, 2020, is by and among Cang Bao Tian Xia International Art Trade Center, Inc., a Nevada corporation (“Cang Bao”), Zhi Yuan Limited, a Cayman Islands company (“ CAYMAN Company ”), and the beneficial shareholders of CAYMAN Company identified on Exhibit A hereto (together referred to herein as the “ CAYMAN Company Shareholders ,” each a “ CAYMAN Company Shareholder ”). Each party to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
CONVERTIBLE NOTE CONVERSION AGREEMENTConvertible Note Conversion Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • New York
THIS CONVERTIBLE NOTE CONVERSION AGREEMENT (this “Agreement”) is made as of March 7, 2007 by and among EQUICAP, INC., a Nevada corporation (the "Company”) and FOUNTAINHEAD CAPITAL PARTNERS LIMITED, an entity registered in Jersey, the holder of the Company's Convertible Note due December 31, 2007 (the “Note”) (“Holder”).
LOCK-UP AGREEMENTLock-Up Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • New York
THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into on ________, 2007 between the stockholders set forth on the signature page to this Agreement (each, a “Holder”) and Equicap, Inc., a Nevada corporation (the “Company”).
CALL OPTION AGREEMENTCall Option Agreement • July 27th, 2020 • Cang Bao Tian Xia International Art Trade Center, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
Shanghai Cangyun Management Consulting Co., Ltd. (“Shanghai Cangyun”), a wholly foreign owned enterprise registered in Shanghai, People’s Republic of China (“PRC”) with its address at Room 3166, 3rd Floor, Building 6, No. 1328, Yixian Road, Baoshan District, Shanghai, PRC;
LOAN AGREEMENT AND CONVERTIBLE PROMISSORY NOTELoan Agreement and Convertible Promissory Note • November 14th, 2006 • Equicap Inc • Non-operating establishments • New York
THIS LOAN AGREEMENT AND CONVERTIBLE PROMISSORY NOTE, dated as of September 30, 2006 (the “Note”), between EQUICAP, INC., a Nevada Corporation (the "Maker"), having an address at 5528 Westcott Circle, Frederick, MD 21703 and Fountainhead Capital Partners Limited (the "Payee"), having an address at c/o Jordans (C.I.) Limited, Portman House, Hue Street, St. Helier, Jersey JE4 5RP. Each of the Maker and the Payee are referred to herein as a “Party”, and collectively as the “Parties.”
Zhong Chai Machinery Distribution and Operation Management AgreementDistribution Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments
PROXY AGREEMENTProxy Agreement • July 27th, 2020 • Cang Bao Tian Xia International Art Trade Center, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
Shanghai Cangyun Management Consulting Co., Ltd. (“SH Cangyun”), a wholly foreign owned enterprise registered in Shanghai, People’s Republic of China (“PRC”) with its address at Room 3166, 3rd Floor, Building 6, No. 1328, Yixian Road, Baoshan District, Shanghai, PRC;
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 28th, 2018 • Zhongchai Machinery, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Nevada
IN WITNESS WHEREOF, this STOCK PURCHASE AGREEMENT has been duly executed by the Parties and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • New York
This Make Good Escrow Agreement (the “Make Good Agreement”), dated as of March 7, 2007, is entered into by and among Equicap, Inc., a Nevada corporation (the “Company”), the Investors (as defined below), Sinoquest Management Ltd. (BVI), Jason Lu, SIJ Holding Ltd, Philip Widmann, Solaris Capital Limited, Gong Chen, Ruth Kirshner and Thomas Hsu in their individual capacities (“Make Good Pledgors”), vFinance Investments, Inc. and Securities Transfer Corporation (hereinafter referred to as “Escrow Agent”).
March 7, 2007 To: Equicap, Inc. RE: Lock-Up Letter Agreement Ladies and Gentlemen:Lock-Up Letter Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • New York
This Lock-Up Letter Agreement is being delivered to you in connection with the Securities Exchange Agreement (the “SEA”), dated as of March 7, 2007 by and among Equicap, Inc. (the “Company”) and Usunco Automotive Limited and its stockholders (collectively, “Usunco”). Terms not defined herein have the meaning given them in the SEA. La Pergola Investments Limited, Fountainhead Investments, Inc., Gaha Ventures, LLC, G4, LLC and Fountainhead Capital Partners Limited (collectively, the “Holders” and each individually, a “Holder”) are the owners of shares of the Company’s Common Stock, $0.001 par value (“Common Stock”), or a Convertible Note which is convertible by its terms into shares of the Company’s Common Stock, $0.001 par value (collectively, “Holder Securities”)
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 17th, 2009 • Equicap Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of June 15, 2009, is by and among Usunco Automotive Limited, a British Virgin Islands company (the “Company”), a wholly owned subsidiary of Equicap, Inc., a Nevada corporation (the “Parent”), IBC Automotive Products, Inc., a California corporation (“IBC”), a wholly owned subsidiary of Company and Philip Widmann (“Widmann”) and Ruth Kirshner (“Kirshner”) (together the “Buyers”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • December 10th, 2008 • Equicap Inc • Wholesale-motor vehicles & motor vehicle parts & supplies
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to 9,295,778 shares of Common Stock of Equicap, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • July 27th, 2020 • Cang Bao Tian Xia International Art Trade Center, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
Shanghai Cangyun Management Consulting Co., Ltd. (“Pledgee”), a wholly foreign owned enterprise registered in Shanghai, People’s Republic of China (“PRC”) with its address at Room 3166, 3rd Floor, Building 6, No. 1328, Yixian Road, Baoshan District, Shanghai, PRC;
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of _____, 2007, by and among Equicap, Inc., a Nevada corporation (the “Company”), the investors signatory hereto (each an “Investor” and collectively, the “Investors”), vFinance Investments, Inc., as placement agent (“vFinance”) and the shell holders specified on Schedule A hereto (each a “Shell Holder” and collectively, the “Shell Holders”).
