REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2007 • Frezer, Inc. • Laboratory analytical instruments • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of this 27th day of February, 2007, by and among Frezer, Inc., a Nevada corporation (the “Company”), and Kevin R. Keating (“Holder”).
AGREEMENTManagement Services Agreement • May 14th, 2007 • Frezer, Inc. • Laboratory analytical instruments • Florida
THIS AGREEMENT is effective as of February 27, 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 Frezer, Inc., a corporation organized and existing under the laws of the state of Nevada, 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.”
SUBSCRIPTION AGREEMENT AND OFFEREE QUESTIONNAIRE November 8, 2005Subscription Agreement • April 24th, 2006 • Frezer, Inc. • Services-commercial physical & biological research
1,650,000 Common Shares (the “Shares”) of Frezer, Inc. a Nevada Corporation at $0.15 per Share, pursuant to Regulation D, Rule 506, promulgated under the Securities Act of 1933, as amended .
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments
THIS FIRST AMENDMENT REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of this 12th day of March, 2009 by and among Frezer, Inc., a Nevada corporation (the “Company”), and KI Equity Partners IV, LLC, a Delaware limited liability company (“Holder”), amending that certain Registration Rights Agreement dated February 22, 2007 by and among the Company and the Holder (the “Agreement”).
ContractWarrant Agreement • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENT BY AND AMONG KI EQUITY PARTNERS IV, LLC AND FREZER, INC. DATED AS OF FEBRUARY 1, 2007Securities Purchase Agreement • February 2nd, 2007 • Frezer, Inc. • Laboratory analytical instruments • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 1st day of February, 2007, by and among KI Equity Partners IV, LLC, a Delaware limited liability company (the "Buyer"), and Frezer, Inc., a Nevada corporation (the “Company").
Frezer Inc. Employment Agreement for Geoffrey O’NeillEmployment Agreement • April 24th, 2006 • Frezer, Inc. • Services-commercial physical & biological research
THEREFORE: 1. Salary. Commencing August 1, 2005, the Company shall pay Employee a salary of $120,000 per year, for the services of the Employee, payable at regular payroll periods. 2. Reimbursement of Expenses. The Employee may incur reasonable expenses for furthering the Company's business, including expenses for entertainment, travel, and similar items. The Company shall reimburse Employee for all business expenses after the Employee presents an itemized account of expenditures, pursuant to Company policy. 3. Termination of Agreement. Without cause, the Company may terminate this agreement at any time at the pleasure of the Board of Directors and upon seven days' written notice to the Employee. If the Company requests, the Employee will continue to perform his/her duties and may be paid his/her regular salary up to the date of termination.
Pledge Contract (English Translation, Original is in Chinese)Pledge Contract • September 28th, 2010 • BEFUT International Co., Ltd. • Miscellaneous fabricated metal products
Pledgor: Address: ID Number: Postal Code: Operator: Tel: Fax: Pledgee: Address: Legal Representative: Postal Code: Transacting Branch: Branch Address: Branch Manager: Postal Code: Operator: Tel: Fax: Cao Hongbo No. 417-2-20-2, Zhongshan Road, Shahekou District, Dalian, Liaoning 210211196603040471 116011 Lu Haiyang 0411-83678755 0411-83670955 China Development Bank Corporation No. 29, Outer Street of Fuchengmen, Xicheng District, Beijing Chen Yuan 100037 China Development Bank Corporation, Dalian Branch No. 15, 17, Renmin Road, Zhongshan District, Dalian, Liaoning Song Weinong 116001 Dong Ziyue 0411-82819088-8166 0411-82810032
ContractConsulting Agreement • July 13th, 2006 • Frezer, Inc. • Services-commercial physical & biological research
WHEREAS, Biotechnology Partners Business Trust whose address is Two Gateway Center 603 Stanwix Street, Pittsburgh, Pennsylvania 15222, hereinafter referred to as "CONSULTANT", and Frezer, Inc., whose principal place of business Is 1010 University Avenue, Suite 40, San Diego, CA 92103 its subsidiaries, affiliates, and assigns, hereinafter referred to as the "Company” are parties to that agreement by and between CONSULTANT and Company dated the 15th day of May 2006 (“Agreement”).
Non-competition Agreement between Dalian Befut Wire & Cable Manufacturing Co., Ltd. and Befut Electric (Dalian) Co., Ltd. Dated February 16, 2009Non-Competition Agreement • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments
IN WITNESS THEREOF, the authorized representatives of the Parties hereto have executed this Agreement on the date first written above.
RELEASE AGREEMENTRelease Agreement • February 23rd, 2007 • Frezer, Inc. • Laboratory analytical instruments • Nevada
This Release Agreement (the “Agreement”) is entered into and dated effective as of this 22nd day of February, 2007 (the “Effective Date”) by and among Frezer, Inc., a Nevada corporation (the “Company"), David R. Koos, an adult resident of the State of California (“Koos”), Brian F. Pockett, an adult resident of the State of California (“Pockett”), Geoffrey O’Neill, an adult resident of the State of California (“O’Neill”), and Bombardier Pacific Ventures, Inc., a Nevada corporation (“Bombardier”). Koos, Pockett, O’Neill and Bombardier are referred to herein individually as the “Principal” and collectively as the “Principals.”
SECURITIES PURCHASE AGREEMENT Dated as of March 13, 2009 among FREZER, INC. and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of March 13, 2009 by and among Frezer, Inc, a Nevada corporation (the “Company”), and each of the Purchasers of Units whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
SHARE EXCHANGE AGREEMENT AMONG FREZER, INC., BEFUT INTERNATIONAL CO. LIMITED AND BEFUT CORPORATION FOR THE EXCHANGE OF CAPITAL STOCK OF FREZER, INC. AND BEFUT CORPORATION DATED AS OF MARCH 13, 2009Share Exchange Agreement • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments • New York
This SHARE EXCHANGE AGREEMENT, dated as of March 13, 2009 (the “Agreement”) by and among Frezer, Inc., a Nevada corporation (the “Company”), BEFUT Corporation, a Nevada corporation (“Befut Nevada”), and Befut International Co. Limited, a company incorporated under the laws of the British Virgin Islands (“Befut BVI”).
ContractConsulting Agreement • May 17th, 2006 • Frezer, Inc. • Services-commercial physical & biological research • California
AGREEMENT made this 15th day of May 2006, by and between Biotechnology Partners Business Trust whose address is Two Gateway Center 603 Stanwix Street, Pittsburgh, Pennsylvania 15222, hereinafter referred to as "CONSULTANT", and Frezer, Inc, whose principal place of business Is 1010 University Avenue, Suite 40, San Diego, CA 92103 its subsidiaries, affiliates, and assigns, hereinafter referred to as "Company".
SUBLEASE AGREEMENTSublease Agreement • June 1st, 2005 • Frezer, Inc. • California
THIS SUBLEASE AGREEMENT is entered into on May 21,, 2005 by and between Bio-Matrix Scientific Group, Inc. ("SUBLESSOR”), with an address of 8885 Rio San Diego Dr. #357, San Diego, CA 92108 and Frezer, Inc., ("SUBLESSEE"), currently located at 8885 Rio San Diego Dr. #357, San Diego, CA 92108 (the “Parties”).
Form of NoteConvertible Note • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments • New York
THIS NOTE HAS NOT BEEN REGISTERED 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.
INDEMNITY AGREEMENTIndemnification Agreement • February 23rd, 2007 • Frezer, Inc. • Laboratory analytical instruments • Nevada
This Indemnity Agreement (the “Agreement”) is entered into and dated effective as of this 22nd day of February, 2007 (the “Effective Date”) by and among Frezer, Inc., a Nevada corporation (the “Company"), David R. Koos, an adult resident of the State of California (“Koos”), Brian F. Pockett, an adult resident of the State of California (“Pockett”), Geoffrey O’Neill, an adult resident of the State of California (“O’Neill”), and Bombardier Pacific Ventures, Inc., a Nevada corporation (“Bombardier”). Koos, Pockett, O’Neill and Bombardier are referred to herein individually as the “Principal” and collectively as the “Principals.”
The RMB Loan Agreement (English Translation, Original is in Chinese) Type of loan: Loan of Construction Project Name: Reconstruction project of Special Cable Product Line with annual output of 15,000 tons. Borrower: Dalian Befut Wire & Cable...Loan Agreement • February 12th, 2010 • BEFUT International Co., Ltd. • Miscellaneous fabricated metal products
In order to build the Reconstruction Project of Special Cable Product Line with an annual output of 15,000 tons, Borrower applies RMB loans from lender, and the lender agrees to grant the loans in accordance with relevant laws and regulations. The lenders and borrowers follow equality, voluntariness, fairness and the principle of good faith, and then enter into this contract.
ContractConsulting Agreement • April 5th, 2006 • Frezer, Inc. • Services-commercial physical & biological research • California
AGREEMENT made this 3d day of April, 2006, by and between Collective Technologies, whose address is 205 Avenida Del Mar #7, San Clemente CA , 92764 hereinafter referred to as "Consultant", and Frezer, Inc., whose principal place of business is 1010 University Ave, Ste 40, San Diego CA, 92103 hereinafter referred to as "Company".
CONSULTING AGREEMENTConsulting Agreement • May 16th, 2006 • Frezer, Inc. • Services-commercial physical & biological research • California
AGREEMENT made this 15th day of May, 2006, by and between Applied Fluids Engineering, Inc., (AFE, Inc.) whose principal place of business is located at 111 W, Ocean Blvd. #1360, Long Beach, CA 90802, hereafter referred to as the "Consultant," and Frezer, Inc., whose principle place of business is located at 8885 Rio San Diego Drive, San Diego, CA 92108, hereinafter referred to as "Company."
Intellectual Property License Agreement between Befut Electric (Dalian) Co., Ltd. and Dalian Befut Wire & Cable Manufacturing Co., Ltd. Dated February 16, 2009Intellectual Property License Agreement • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments
Lease AgreementLease Agreement • October 9th, 2009 • BEFUT International Co., Ltd. • Laboratory analytical instruments
Under the principles of equal rights and mutual benefit, lessor and lessee enter into a lease agreement whereby lessor leases to lessee a plant site that was originally owned by Dalian Grain Drying Co., Ltd. The lease terms are as follow:
Original Equipment Manufacturer (OEM) Agreement between Befut Electric (Dalian) Co., Ltd. and Dalian Befut Wire & Cable Manufacturing Co., Ltd. Dated February 16, 2009Oem Agreement • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments
NOW, THEREFORE, in consideration of the mutual agreements and undertakings set forth below, and for other good and valuable consideration, the parties agree as follows:
AGREEMENTConsulting Agreement • May 14th, 2007 • Frezer, Inc. • Laboratory analytical instruments • Illinois
THIS AGREEMENT is effective as of February 26, 2007, by and between Garisch Financial, Inc., an Illinois corporation with its principal place of business located at 1753 Park Ridge Pointe, Park Ridge, Illinois 60068 (“GFI”), Frezer, Inc., a corporation organized and existing under the laws of the state of Nevada, with its principal place of business located at 936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963 (“Frezer”), and KI Equity Partners IV, LLC, a Delaware limited liability company (“KI Equity”). Frezer and KI Equity may be referred to collectively as the “Clients.” GFI and the Clients may each be referred to as a “Party” or collectively as the “Parties.”
Cooperation AgreementCooperation Agreement • September 27th, 2011 • BEFUT International Co., Ltd. • Miscellaneous fabricated metal products
Party A is the legal user of the land in [Big Country (2009) No.06067] land use right certificate, with plans to launch Phase II Project of Wire & Cable Facility(“Project”) and expand existing production scale. Party A authorizes Party B to assist to organize, coordinate and in charge of the examination and approval in connection with the completion of the Project, handling the applications of relevant ownership certificates, as well as providing relevant favorable terms to Party A in marketing, sales and other aspects.
Frezer Inc. Employment Agreement for David R. KoosEmployment Agreement • April 24th, 2006 • Frezer, Inc. • Services-commercial physical & biological research
THEREFORE: 1. Salary. Commencing August 1, 2005, the Company shall pay Employee a salary of $200,000 per year, for the services of the Employee, payable at regular payroll periods. 2. Reimbursement of Expenses. The Employee may incur reasonable expenses for furthering the Company's business, including expenses for entertainment, travel, and similar items. The Company shall reimburse Employee for all business expenses after the Employee presents an itemized account of expenditures, pursuant to Company policy. 3. Termination of Agreement. Without cause, the Company may terminate this agreement at any time at the pleasure of the Board of Directors and upon seven days' written notice to the Employee. If the Company requests, the Employee will continue to perform his/her duties and may be paid his/her regular salary up to the date of termination.
Befut Wire & Cable Manufacturing Co., Ltd. (Borrower) And Bank of East Asia (China) Co., Ltd Dalian Branch (Lender) Renminbi Loan Contract Signed at December 21,2010 in Dalian ContentsRenminbi Loan Contract • September 27th, 2011 • BEFUT International Co., Ltd. • Miscellaneous fabricated metal products
Due to business development, Borrower (see “attachment 1”) applies for loans from Lender (see “attachment 2”). This contract is on the basis of equality and drafted through friendly consultations. Laws and regulations that settle the controversial understanding of the formats and articles are not applicable to this contract.
