Standard Contracts
FORM OFSubscription Agreement • June 11th, 2002 • Wentworth Ii Inc • Blank checks • Colorado
EXHIBIT 10.1 September 23, 2002 Mr. Andrew S. Wyant Chief Executive Officer Natural Golf Corporation 1200 East Business Center Drive Suite 400 Mt. Prospect, IL 60056 Dear Mr. Wyant: This letter agreement (the "Letter Agreement") confirms our...Financial Advisory Agreement • March 26th, 2003 • Wentworth Ii Inc • Blank checks • Illinois
EXHIBIT 10.4 LEASELease Agreement • May 16th, 2003 • Wentworth Ii Inc • Blank checks
EXHIBIT 10.3 CONSULTATION AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 1st day of January 2002, in Cook County, Illinois, by and between NATURAL GOLF CORPORATION ("NGC") an Illinois corporation and Robert F. Lukasiewicz,...Consultation Agreement • May 16th, 2003 • Wentworth Ii Inc • Blank checks • Illinois
FORM OFEscrow Agreement • February 5th, 2002 • Wentworth Ii Inc • Blank checks • Colorado
RECITALSEscrow Agreement • June 11th, 2002 • Wentworth Ii Inc • Blank checks • Colorado
AGREEMENTManagement Services Agreement • May 2nd, 2007 • Wentworth Ii Inc • Blank checks • Florida
THIS AGREEMENT is effective as of January 1, 2007, by and between Vero Management, L.L.C., a Delaware limited liability company with its principal place of business located at 936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963 (“Vero”) and Wentworth II, Inc., a corporation organized and existing under the laws of the state of Delaware, with its principal place of business located at 936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963 (“Client”). Vero and Client may each be referred to as a “Party” or collectively as the “Parties.”
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 5th, 2006 • Wentworth Ii Inc • Blank checks • Colorado
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 9, 2007, by and among Wentworth II, Inc., a Delaware corporation, and all predecessors thereto (collectively, the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of October 9, 2007, by and among Wentworth II, Inc., a Delaware corporation (the "Company"), and the investors signatory hereto (each an "Investor" and collectively, the "Investors").
OMNIALUO, INC. COMMON STOCK PLACEMENT AGENT WARRANTSecurities Purchase Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • New York
Wentworth II, Inc., a Delaware corporation (the “Company”) which will change its corporate name to OmniaLuo, Inc., hereby certifies that, for value received, Keating Securities, LLC, or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 492,000 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.5625 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time from the Closing Date and through and including the date that is the earliest of (i) five years from the date of issuance hereof, or (ii) cancellation of this Warrant pursuant to Section 4(c) hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is issued pursuant to that certain Placement Agreement, dated as of September 14, 2007 by and amon
PLACEMENT AGREEMENTPlacement Agreement • September 20th, 2007 • Wentworth Ii Inc • Blank checks • New York
Placement Agent, a XX limited liability company (the “Placement Agent”), proposes to act on a best efforts basis as the exclusive placement agent for Wentworth II, Inc., a Delaware corporation (“Wentworth”), in a private placement offering (the “Offering”) of common stock, $0.01 par value (the “Common Stock”), of Wentworth (the “Shares”) with attached warrants (“Warrants”, together with the Shares, the “Units”), at a price of $1.25 per Unit, in a minimum principal amount of $4,000,000 (the “Minimum Amount”) and a maximum principal amount of $6,000,000 (the “Maximum Amount”), to be issued by Wentworth, upon the closing of the Exchange Agreement described below. The offering period shall extend for 45 days from the date hereof, unless extended for an additional 15 days in the discretion of Omnia Luo (as defined below), or as otherwise extended with the mutual agreement of the Placement Agent, Wentworth and Omnia Luo (as and if so extended, the “Offering Period”). There will only be one c
OMNIALUO, INC. WARRANT TO PURCHASE COMMON STOCKSecurities Purchase Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks
This certifies that ______, ___________ and existing under the laws of _______ or any of its assigns (collectively the “Holders”), for value received, are collectively amongst themselves entitled to purchase from Wentworth II, Inc., a Delaware corporation (the “Company”) which will change its name to OmniaLuo, Inc., having an address for receipt of notices under this Warrant at Room 101, Building E6, Huaqiaocheng, East Industrial Park, Nanshan District, Shenzhen, 518053, The People’s Republic of China, up to __________ fully-paid shares of common stock, $0.01 par value per share (the “Common Stock”) of the Company (the “Warrant Shares”), at an exercise price equal to $1.25 per share (as adjusted from time to time as provided in Section 3 hereof, the “Exercise Price”) at any time or from time to time commencing from the date of the initiation of quotation of the Common Stock on the OTC Bulletin Board or listing of the Common Stock on NASDAQ (the first such event being referred to herein
FIRST AMENDMENT AGREEMENT (JAIC - CROSBY)First Amendment Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • Hong Kong
This FIRST AMENDMENT AGREEMENT (this “Amendment”) is entered into as of this 4th day of October, 2007 by and among Omnia Luo Group Limited, a British Virgin Islands company (the “Company”), Luo Zheng (PRC Identity Card No. 420102700621032) (the “Guarantor”), and JAIC-CROSBY Greater China Investment Fund Limited, a Cayman Islands company (the “Group A Preferred Share Investor” or a “Shareholder”). The Group A Preferred Share Investor and the other holders of the Company’s Preferred Shares (as such term is defined herein), who shall be signatories to a parallel amendment to the Original Agreements (as defined below) relating to those holders’ rights under the Original Agreements, are each a “Shareholder” and, collectively, the “Shareholders.”
OMNIALUO, INC. COMMON STOCK PURCHASE WARRANTSecurities Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • New York
Wentworth II, Inc., a Delaware corporation (the “Company”) which will change its corporate name to OmniaLuo, Inc., hereby certifies that, for value received, [________], or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [________] shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.5625 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time from the Closing Date and through and including the date that is the earliest of (i) five years from the date of issuance hereof, or (ii) cancellation of this Warrant pursuant to Section 4(c) hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants (collectively, the “Warrants”) issued pursuant to that certain Securi
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • Delaware
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of October 9, 2007, is by and among WENTWORTH II, INC., a Delaware corporation (the “Parent”), the stockholders of the Parent signatory hereto (the “Parent Principal Stockholders”), OMNIA LUO GROUP LIMITED., a British Virgin Islands company (the “Company”), and the Shareholders of the Company signatory hereto (the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
OMNIALUO, INC. AGREEMENT WITH PRINCIPAL SHAREHOLDER, CHIEF EXECUTIVE OFFICER AND DIRECTORAgreement With Principal Shareholder, Chief Executive Officer and Director • October 15th, 2007 • Wentworth Ii Inc • Blank checks • Delaware
THIS AGREEMENT (the “Agreement”) is made as of the 9th day of October, 2007 and is by and between Wentworth II, Inc, a Delaware corporation which will change its corporate name to OmniaLuo, Inc. (hereinafter referred to as “Company”) and Zheng Luo (hereinafter referred to as the “CEO”).
OMNIALUO, INC. NON-OFFICER DIRECTOR’S CONTRACTNon-Officer Director's Contract • February 1st, 2008 • OmniaLuo, Inc. • Retail-women's clothing stores • Delaware
THIS AGREEMENT (the “Agreement”) is made as of the ___ day of January, 2008 and is by and between OmniaLuo, Inc., a Delaware corporation (hereinafter referred to as “Company”) and [________] (hereinafter referred to as “Director”).
EXHIBIT 10.2 2003 CERTIFIED INSTRUCTOR and SALES/COMPENSATION AGREEMENT REPRESENTATIVE NAME ADDRESS THIS AGREEMENT ("Agreement") is made and entered into this ____ day of __________, 2003, in Cook County, Illinois by and between NATURAL GOLF SCHOOLS...Certified Instructor and Sales/Compensation Agreement • May 16th, 2003 • Wentworth Ii Inc • Blank checks • Illinois
LOCK-UP AGREEMENTLock-Up Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • New York
THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into on October 9, 2007 between the stockholders set forth on the signature page to this Agreement (each, a "Holder") and Wentworth II, Inc., a Delaware corporation (the "Company").
FORM OF COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 2nd, 2007 • Wentworth Ii Inc • Blank checks • Delaware
AGREEMENT entered into as of the ____ day of September, 2007, by and between Wentworth II, Inc. a Delaware corporation with an address at 936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963 (the “Company”) and _______________, an individual with an address _____________________ (“Consultant”).
FIRST AMENDMENT AGREEMENT (all non-Group A Preferred Share Investor Shareholders)First Amendment Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • Hong Kong
This FIRST AMENDMENT AGREEMENT (this “Amendment”) is entered into as of this 4th day of October, 2007 by and among Omnia Luo Group Limited, a British Virgin Islands company (the “Company”), Luo Zheng (PRC Identity Card No. 420102700621032) (the “Guarantor”), and certain holders of the Company’s Preferred Shares (as such term is defined herein) who are signatories to this Amendment (each a “Shareholder” and, collectively, the “Shareholders”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 9, 2007 (this “Agreement”), by and between Omnia Luo Group Limited, a British Virgin Islands company (the “Assignor”), and Wentworth II, Inc., a Delaware Corporation (the “Assignee”).
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER is made this 18th day of March, 2003, by and among WENTWORTH II, INC., a Delaware corporation having its principal place of business at c/o Strategic Asset Management LLC, 650...Merger Agreement • March 26th, 2003 • Wentworth Ii Inc • Blank checks • Delaware
