Exhibit 2.3 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made this 27th day of January, 2003, by and between U.S. MICROBICS, INC., a Colorado corporation ("BUGS") and USM CAPITAL GROUP, INC., a Nevada corporation ("USM"). WHEREAS, on September 24, 2002,...Stock Purchase Agreement • April 21st, 2003 • Commerce Development Corp LTD • California
SUBSCRIPTION AGREEMENTSubscription Agreement • April 21st, 2003 • Commerce Development Corp LTD • Texas
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services
This Consulting Services Agreement (this “Agreement”) is dated on December 28, 2005, and is entered into in Shanghai, China by and among Haie Hi-tech Engineering (Hong Kong) Company Limited, with a registered address at FLAT/RM B 20/F Public Bank Centre, 120 Des Voeux Road Central, HK, China (“Party A”), and Shanghai Xin Ye Environmental Protection Engineering Technology Co., Ltd. with a registered address at, 5th Floor, No.268 Qu Yang Road, Shanghai, China (“Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”
Exhibit 10.3 INDEPENDENT CLIENT SERVICE AGREEMENT This Agreement is made and entered into by and between USM Capital Group, Inc., 5922-B Farnsworth Court, Carlsbad, CA 92008 (hereinafter "Contractor") and Commerce Development Corporation, Ltd.,...Independent Client Service Agreement • April 21st, 2003 • Commerce Development Corp LTD
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated December 28, 2005, and entered into in Shanghai, China by and among Haie Hi-tech Engineering (Hong Kong) Company Limited Harbin Mega Profit Management & Consultation Co., Ltd., with a registered address at FLAT/RM B 20/F Public Bank Centre, 120 Des Voeux Road Central, HK, China (“Pledgee”), Shanghai Xin Ye Environmental Protection Engineering Technology Co., Ltd. with a registered address at 5th Floor, No.268 Qu Yang Road, Shanghai, China (“Party B” or “Company”)ôand each of the shareholders of Party B listed on the signature pages hereto (collectively, the “Pledgors”).
CHINA ENERGY RECOVERY, INC. WARRANTSecurities Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services • Delaware
CHINA ENERGY RECOVERY, INC., a Delaware corporation (the "Company"), hereby certifies that, for value received, [NAME OF HOLDER], or its registered assigns (the "Holder"), is entitled to purchase from the Company up to a total of [___] shares of common stock, $0.001 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 $1.29 per share (as adjusted from time to time as provided in Section 9, the "Exercise Price"), at any time and from time to time from and after the six month anniversary of the date hereof through and including the 60-month anniversary of the date hereof (the "Expiration Date"), and subject to the terms and conditions set forth herein. This Warrant (this "Warrant") is one of a series of similar warrants issued pursuant to the Securities Purchase Agreements dated as of the date hereof by and between the Company and each of the Purchasers identified therein (the
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 2009 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of this 21st day of May, 2009 by and between China Energy Recovery, Inc., a Delaware corporation (“Company”) and Hold And Opt Investments Limited, a Bahamas company (“Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services • Delaware
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services • Delaware
This Registration Rights Agreement (the "Agreement") is made as of the date set forth below between China Energy Recovery, Inc., a Delaware corporation (the "Company"), and the purchasers of its Series A Preferred Stock (as defined below) pursuant to a Securities Purchase Agreement dated as of the date hereof (each an "Investor" and, collectively, the "Investors"). Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Securities Purchase Agreement.
Exhibit 3.9 ARTICLES OF EXCHANGE Pursuant to the provisions of Section 92A.200 of the Nevada Revised Statutes, USM FINANCIAL SOLUTIONS, INC., a Nevada corporation, and COMMERCE DEVELOPMENT CORPORATION, LTD., a Maryland corporation, hereby adopt the...Articles of Exchange • April 21st, 2003 • Commerce Development Corp LTD
Exhibit 2.4 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made this 2nd day of August, 2002, by and between ALEXANDER & WADE, INC., a Nevada corporation ("AWI") and THE MERCER GROUP, INC., a California corporation ("TMG"). WHEREAS, AWI is the owner of...Stock Purchase Agreement • April 21st, 2003 • Commerce Development Corp LTD • California
Exhibit 2.2 USM FINANCIAL SOLUTIONS, INC. CAPITAL STOCK EXCHANGE AGREEMENT THIS AGREEMENT is made this 24th day of September, 2002, by and between U.S. MICROBICS, INC., a Colorado corporation, and USM CAPITAL GROUP, INC., a Nevada corporation...Capital Stock Exchange Agreement • April 21st, 2003 • Commerce Development Corp LTD • California
No.: 30127000450Bank Acceptance Agreement • August 20th, 2012 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec • Shanghai
To specify the rights and obligations and ensure the proper execution of the bank acceptance transaction, Party A and Party B hereby enter into this Agreement after negotiation.
Working Capital Loan ContractWorking Capital Loan Contract • March 30th, 2012 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec
Whereas Party A applies for a loan from Party B and Party B agrees to grant a loan to Party A for the purpose of working capital according to the following terms in the contract. To specify the rights and obligations, Party A and Party B hereby enter into this Contract after negotiation in accordance with the Contract Law, General Rules of Loan and relevant laws and regulations. The Contract is an individual credit file signed by both parties.
CHINA ENERGY RECOVERY, INC. WARRANTSecurities Agreement • July 31st, 2008 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec • California
CHINA ENERGY RECOVERY, INC., a Delaware corporation (the "Company"), hereby certifies that, for value received, ARC China, Inc., a Delaware corporation, or its registered assigns (the "Holder"), is entitled to purchase from the Company up to a total of 750,000 shares of common stock, $0.001 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 $2.16 per share (as adjusted from time to time as provided in Section 9, the "Exercise Price"). This Warrant (this "Warrant") shall vest and be exercisable in accordance with Section 4 and expire on the 60 month anniversary of the date hereof (the "Expiration Date"). This Warrant is being issued pursuant to a Consulting Agreement dated as of June 20, 2008 by and between the Company and the Holder (the "Consulting Agreement").
OPTION AGREEMENTOption Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services
This Option Agreement (this “Agreement”) is entered into, as of December 28, 2005, in Shanghai, China by and among Haie Hi-tech Engineering (Hong Kong) Company Limited, with a registered address at FLAT/RM B 20/F Public Bank Centre, 120 Des Voeux Road Central, HK, China (“Party A”), Shanghai Hai Lu Kun Lun Hi-tech Engineering Co., Ltd. with a registered address at No.1111, Northern Zhong Shan Er Road, Shanghai, China (“Party B”) and each of the shareholders of Party B listed on the signature pages hereto (collectively, the “Party C”), Party A, Party B and Party C are referred to collectively in this Agreement as the “Parties.”
OPERATING AGREEMENTOperating Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services
This Operating Agreement (this “Agreement”) is dated December 28, 2005, and is entered into in Shanghai, China by and among Haie Hi-tech Engineering (Hong Kong) Company Limited, with a registered address at FLAT/RM B 20/F Public Bank Centre, 120 Des Voeux Road Central, HK, China (“Party A”), Shanghai Xin Ye Environmental Protection Engineering Technology Co., Ltd. with a registered address at, 5th Floor, No.268 Qu Yang Road, Shanghai, China (“Party B”), and shareholders holding 100% outstanding shares of Party B (the “Shareholders of Party B” or “Party C”). Party A and Party B, and Shareholders of Party B are referred to collectively in this Agreement as the “Parties.”
Working Capital Loan ContractWorking Capital Loan Contract • June 18th, 2012 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec
Important Notice: This Contract is entered into by the Parties in accordance with laws based on equality and free will, and the terms and conditions of this Contract fully reflect the genuine intention of the Parties hereto. In order to protect legal rights and interests of the Borrower, the Lender hereby draws the Borrower's special attention to the terms and conditions of this Contract in relation to each Party's rights and obligations, in particular those in bold.
Bank Acceptance Agreement No: 701200088Bank Acceptance Agreement • June 18th, 2012 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec
According to the law, legislation and the business institution , Both parties enter into this agreement based on consensus
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 18th, 2006 • Commerce Development Corp LTD • Services-management consulting services
THIS SECURITIES PURCHASE AGREEMENT is entered into as of April 13, 2006 (the “Agreement”), by and by and among Commerce Development Corporation, Ltd., a Delaware corporation (the “Company”), on the one hand, and each of the undersigned buyers identified on the signature pages hereto and on Schedule A attached hereto (collectively, the “Buyers”). Each party to this Agreement is referred to herein as a “Party,” and they are all referred to collectively as “Parties.”
AGREEMENT AND PLAN OF MERGER OF COMMERCE DEVELOPMENT CORPORATION, LTD. a Maryland corporation AND COMMERCE DEVELOPMENT CORPORATION, LTD. a Delaware corporationMerger Agreement • April 13th, 2006 • Commerce Development Corp LTD • Services-management consulting services
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April 7, 2006, by and between Commerce Development Corporation, Ltd., a Maryland corporation (“CDPC Maryland”), and Commerce Development Corporation, Ltd., a Delaware corporation (“CDPC Delaware”), a wholly-owned subsidiary of CDPC Maryland. CDPC Delaware and CDPC Maryland are sometimes referred to herein as the “Constituent Corporations.”
Integration Credit agreement China Citic Bank Integration Credit agreementIntegration Credit Agreement • June 18th, 2012 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec
Party A and Party B enter into this contract based on the honesty and credibility, with the principles of equality, voluntariness according to “The Law of Commercial Banks of the People's Republic of China" and “Contract Law of the People's Republic of China”
Maximum amount guaranty contractMaximum Amount Guaranty Contract • April 18th, 2013 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec
In order to warranty the performance of debts under item one of this contract, the guarantor provides the warranty to the creditor voluntarily, and the two parties entered into this contract after equal negotiation.
Exhibit 1.1 MARINER INVESTMENT GROUP 14811 St. Mary's Lane, Suite 130 Houston, Texas 77079 February 12, 2003 Commerce Development Corporation, Ltd. 8880 Rio San Diego Drive, 8th Floor San Diego, California 92108 Re: Placement Agreement Gentlemen:...Placement Agreement • April 21st, 2003 • Commerce Development Corp LTD • Texas
Working Capital Loan ContractWorking Capital Loan Contract • August 20th, 2012 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec
Party A and Party B enter into this contract based on the honesty and credibility, with the principles of equality, voluntariness according to “Contract Law of the People's Republic of China” and “Provisional measures of working capital loans”.
Import T/T Financing AgreementImport T/T Financing Agreement • August 20th, 2012 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec
Important Notice: This Contract is entered into by the Parties in accordance with laws based on equality and free will, and the terms and conditions of this Contract fully reflect the genuine intention of the Parties hereto. In order to protect legal rights and interests of the Borrower, the Lender hereby draws the Borrower's special attention to the terms and conditions of this Contract in relation to each Party's rights and obligations, in particular those in bold.
Guaranty Contract for Kailin Energy Zhenjiang Ltd. 800kt/a sulfuric acid waste heat recovery projectGuaranty Contract • November 14th, 2012 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec
Kailin Energy Zhenjiang Ltd. (hereinafter referred to as “Zhenjiang Kailin”); and China Guangdong Nuclear Energy Service Co., Ltd (hereinafter referred to as “CGN Energy”).
BOARD OF DIRECTORS - RETAINER AGREEMENTRetainer Agreement • October 6th, 2009 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec • Delaware
This agreement ("Agreement") is made as of October 1, 2009 between China Energy Recovery, Inc., a Delaware corporation, with its principal place of business at 7F, No. 267 Qu Yang Road, Hongkou District, Shanghai 200081, China ("CER"), and Estelle Lau, with an address of Estelle Lau ("Director"), whereby Director agrees to serve as a director of CER and provide all necessary services in connection therewith, according to the following:
Exhibit 10.5 NON-COMPETITION AGREEMENT THIS AGREEMENT is made this 1st day of September, 2002, between COMMERCE DEVELOPMENT CORPORATION, LTD., a Maryland corporation (the "Company"), and ANDREW E. MERCER (the "Employee"). WHEREAS, the Employee and the...Non-Competition Agreement • April 21st, 2003 • Commerce Development Corp LTD • California
The Agreement Concerning Increasing the Integrated Management Fee and Enhancing Administration with Shanghai Hai Lu Kun Lun Hi-tech Engineering Co., Ltd.Agreement Concerning Increasing the Integrated Management Fee and Enhancing Administration • August 25th, 2008 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec
The cooperation between Shanghai Si Fang Boiler Factory (hereinunder referred to as Party A) and Shanghai Hai Lu Kun Lun Hi-tech Engineering Co., Ltd. (hereinunder referred to as Party B) has been in effect for several years and has had certain good results. For the mutual benefits in cooperative manufacturing activities and in order to continue execution of the original agreement, upon mutual consultation, it is agreed by the parties to increase the integrated management fee and enhance administration of the cooperative manufacturing.
Buyer: China Great Wall Industry Co. Ltd. Seller: CER Energy Recovery (Yangzhou) Co. Ltd. Contract Number: 12GWITC-CG001 Signed Date: 2012-8-9 Signed place: BeijingEquipment Procurement Contract • November 14th, 2012 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec
Pursuant to “Contract Law of The People’s Republic of China” and related regulations, upon fully and friendly negotiated based on equality and free will between the two parties, both parties hereto agree as follows:
Loan ContractLoan Contract • June 18th, 2012 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec
Thanks for your supports to Shanghai Pudong Zhanjiang Micro-credit Co., Ltd.(“Our Company”), please take note of the following items:
Bank AcceptanceBank Acceptance Agreement • June 18th, 2012 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec
According to the law , legislation and the business institution , Both parties enter into this contract based on consensus
FIRST AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • August 25th, 2008 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec
This First Amendment (this "Amendment") to Consulting Agreement is made and entered into on August 11, 2008, between China Energy Recovery, Inc., a Delaware corporation (the "Company"), and ARC China, Inc., a Delaware corporation ("Consultant").
PROXY AGREEMENTShareholders’ Voting Rights Proxy Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services
This Shareholders’ Voting Rights Proxy Agreement (the “Agreement”) is entered into as of December 28, 2005 among the following partiesæ
