EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION AND SHARE EXCHANGE DATED AS OF JULY 1, 2002Agreement and Plan of Reorganization • July 9th, 2002 • Softwall Equipment Corp • Aircraft • Utah
EXHIBIT 2.2 CONSULTING AGREEMENT DATED AS OF JULY 1, 2002Consulting Agreement • July 9th, 2002 • Softwall Equipment Corp • Aircraft
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2007 • Long-E International, Inc. • Aircraft • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 29, 2006, by and among Inncardio, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
ARTICLE II Representations and Warranties of Shareholders -----------------------------------------------Acquisition Agreement • March 4th, 2005 • Softwall Equipment Corp • Aircraft • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2007 • Long-E International, Inc. • Aircraft • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 25th day of January, 2007 by and among Long-e International, Inc., a Utah corporation (“Company”) and the investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
EXHIBIT 2.3 SECURED PROMISSORY NOTE DATED AS OF JULY 1, 2002Secured Promissory Note • July 9th, 2002 • Softwall Equipment Corp • Aircraft
Maximum Volume Guarantee Agreement (TRANSLATION)Maximum Volume Guarantee Agreement • August 19th, 2008 • Long-E International, Inc. • Aircraft
Guarantor shall carefully read content of this guarantee agreement, especially the content marked ▲▲. Please contact loaner for explanation if you have any question.
ContractLong-E International, Inc. • January 8th, 2007 • Aircraft • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
SECURITY AGREEMENTSecurity Agreement • March 30th, 2005 • Inncardio, Inc • Aircraft • New York
THIS SECURITY AGREEMENT (this “Agreement”) is dated as of March 9th, 2005, by INNCARDIO, INC., a Utah corporation (the “Grantor”), in favor of BIOACCELERATE, INC, a Delaware corporation (the “Lender”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 8th, 2007 • Long-E International, Inc. • Aircraft
AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 8th, 2007 • Long-E International, Inc. • Aircraft
THIS AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of the December 29, 2006 (this "Amendment"), is by and among Inncardio, Inc., a Utah corporation (the “Company”); Long-e International Group Co., Ltd., a British Virgin Islands corporation (“Long-e”); and all of the shareholders of Long-e, each of whom has executed a counterpart signature page to this Agreement (each, a “Shareholder” and collectively, the “Shareholders”). The Company, Long-e and the Shareholders are collectively referred to herein as the “Parties”. Terms not defined in this Amendment shall have such meanings as set forth in the Agreement (as defined below).
Loan AgreementLoan Agreement • March 24th, 2008 • Long-E International, Inc. • Aircraft
Whereas, Party A decides to support Party B on the aspects of its production and operation, as well as solving Party B’s problem caused by the lacking of liquid capital in the process of enlarging activity of its production scale. Therefore, both parties have reached into an agreement on loan after sufficient and friendly negotiation as follow:
Loan AgreementLoan Agreement • March 24th, 2008 • Long-E International, Inc. • Aircraft
Whereas, Party A decides to support Party B on the aspects of its production and operation, as well as solving Party B’s problem caused by the lacking of liquid capital in the process of enlarging activity of its production scale. Therefore, both parties have reached into an agreement on loan after sufficient and friendly negotiation as follow:
ESCROW AGREEMENTEscrow Agreement • January 31st, 2007 • Long-E International, Inc. • Aircraft • California
This Escrow Agreement, dated as of January 17, 2007 (this “Agreement”), is entered into by and between Long-E International, Inc., a Utah corporation, with its principal offices located at C-6F HUHAN CHUANGXIN BLOCK, KEYUAN ROAD, HI-TECH INDUSTRY ZONE, SHENZHEN GUANDONG F4 5180000 (the “Company), WestPark Capital, Inc. a Colorado corporation with its principal offices located at 1900 Avenue of The Stars, Suite 310 Los Angeles, CA 90067 (the “Placement Agent”) and Law Offices of David L. Kagel, A Professional Corporation, with offices at 1801 Century Park East, Suite 2500, Los Angeles, CA 90067 (the “Escrow Agent”).
ContractSecurities Purchase Agreement • January 31st, 2007 • Long-E International, Inc. • Aircraft • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED.
AGREEMENT AND PLAN OF MERGER BY AND AMONG INNCARDIO, INC., CENGENT ACQUISITION CORP. AND CENGENT THERAPEUTICS INC. DATED MARCH 24, 2005Agreement and Plan of Merger • March 30th, 2005 • Inncardio, Inc • Aircraft • Delaware
AGREEMENT AND PLAN OF MERGER (this "Agreement") made and entered into on this 24th day of March 2005, by and among INNCARDIO, INC., a Utah corporation ("Parent"), CENGENT ACQUISITION CORP., a California corporation and wholly owned subsidiary of Parent ("Merger Sub"), and CENGENT THERAPEUTICS INC., a California corporation (the "Company").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2008 • Long-E International, Inc. • Aircraft • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of this 31st day of December, 2007, by and among Long-E International, Inc., a Utah corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
ContractLong-E International, Inc. • January 7th, 2008 • Aircraft • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED.
Loan Contract Contract No.: SSY (Huanggang) Loan (2007) No. (C110340700242) Not Within the Line of CreditLoan Contract • February 5th, 2008 • Long-E International, Inc. • Aircraft
This Contract is made and entered into by and between Party A and Party B through friendly negotiations in accordance with the Contract Law and other relevant laws and regulations in respect of Party A’s application to Party B for borrowing loans from Party B.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2007 • Long-E International, Inc. • Aircraft • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as this 25th day of January, 2007, by and among Long-E International, Inc., a Utah corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
RESCISSION OF ACQUISITION AGREEMENTRescission of Acquisition Agreement • June 15th, 2006 • Inncardio, Inc • Aircraft • Utah
Loan AgreementLoan Agreement • March 24th, 2008 • Long-E International, Inc. • Aircraft
Whereas, Party A decides to support Party B on the aspects of its production and operation, as well as solving Party B’s problem caused by the lacking of liquid capital in the process of enlarging activity of its production scale. Therefore, both parties have reached into an agreement on loan after sufficient and friendly negotiation as follow:
Compensation Contract for Land-use Right Assignment (Expropriation)Long-E International, Inc. • March 24th, 2008 • Aircraft
Whereas, Party A agrees to assign the land-use right to Party B for valuable consideration, therefore, the Contract is made by and between the Parties through sufficient negotiation in equal and reciprocal principles in accordance with the Contract Law of the People’s Republic of China and other pertinent laws and regulations, as well as local policies regarding land expropriation.
Long-e International Group Co., Ltd. NOTE AND WARRANT PURCHASE AGREEMENT September 22, 2006Note and Warrant Purchase Agreement • January 8th, 2007 • Long-E International, Inc. • Aircraft • California
THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of September 22, 2006, by and among Long-e International Group Co., Ltd., a British Virgin Islands corporation (the “Company”), and the lenders (each individually a “Lender,” and collectively the “Lenders”) named on the Schedule of Lenders attached hereto (the “Schedule of Lenders”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
Property Lease AgreementProperty Lease Agreement • October 15th, 2007 • Long-E International, Inc. • Aircraft
AMENDMENT NO. 1 TO ESCROW AGREEMENTEscrow Agreement • January 31st, 2007 • Long-E International, Inc. • Aircraft • California
This Amendment No. 1 to Escrow Agreement, dated as of January 17, 2007 (this “Agreement”), is entered into by and between Long-E International, Inc., a Utah corporation, with its principal offices located at C-6F HUHAN CHUANGXIN BLOCK, KEYUAN ROAD, HI-TECH INDUSTRY ZONE, SHENZHEN GUANDONG F4 5180000 (the “Company), WestPark Capital, Inc. a Colorado corporation with its principal offices located at 1900 Avenue of The Stars, Suite 310 Los Angeles, CA 90067 (the “Placement Agent”) and Law Offices of David L. Kagel, A Professional Corporation, with offices at 1801 Century Park East, Suite 2500, Los Angeles, CA 90067 (the “Escrow Agent”). Terms not otherwise defined herein shall have the same meaning as set forth in that Escrow Agreement dated January 17, 2007 by and among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2007 • Long-E International, Inc. • Aircraft • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 29th day of December, 2006 by and among Inncardio Inc. (OTCBB: ICDO), a Utah corporation (“ICDO and/or the “Company”), Long-E International Group Co., Ltd., a company organized under the laws of the British Virgin Islands (“Long-E”) and the investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
March 24, 2005Inncardio, Inc • March 30th, 2005 • Aircraft • New York
Maximum Credit Volume Loan Agreement (TRANSLATION)Maximum Credit Volume Loan Agreement • August 19th, 2008 • Long-E International, Inc. • Aircraft
Whereas, borrower applies for the credit volume from lender, both parties herein entered into an agreement based on friendly negotiation to defined responsibilities of each others.
SECURITY AGREEMENTSecurity Agreement • January 8th, 2007 • Long-E International, Inc. • Aircraft • California
This Security Agreement is dated as of September 22, 2006 (the “Agreement”) by and among Long-e International Group Co., Ltd., a British Virgin Islands corporation (the “Borrower” or the “Company”), with its primary place of business at Akara Bldg. 24 De Castro Street Wickhams Cay 1, Road Town Tortola, British Virgin Islands, and the parties listed on Schedule A hereto (collectively, the “Secured Parties”), which parties are also parties to that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”) of even date herewith by and among the Company and the Secured Parties.
SECURITIES PURCHASE, SETTLEMENT AND RELEASE AGREEMENTSecurities Purchase, Settlement and Release Agreement • January 7th, 2008 • Long-E International, Inc. • Aircraft • New York
THIS SECURITIES PURCHASE, SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is made as of the 31st day of December, 2007 by and among Long-e International, Inc., a Utah corporation (the “Company”) and the investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
