EXHIBIT 4.2 FORM OF SUBSCRIPTION AGREEMENT TITANIUM GROUP LTD. SUBSCRIPTION AGREEMENT Agreement, made as of this _____ day of ______________, 2005, by and between TITANIUM GROUP LTD., an international business company pursuant to the International...Subscription Agreement • December 9th, 2005 • Titanium Group LTD • Services-computer integrated systems design • Colorado
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT DATED APRIL 3, 2007 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "AGREEMENT") is dated as of April 3, 2007 among Titanium Group Limited, a corporation organized under the laws of the...Securities Purchase Agreement • April 4th, 2007 • Titanium Group LTD • Services-computer integrated systems design • New York
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT DATED APRIL 3, 2007 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of April 3, 2007, among Titanium Group Limited, a corporation organized...Registration Rights Agreement • April 4th, 2007 • Titanium Group LTD • Services-computer integrated systems design
aa) the name(s) and address(es) of the appointed designer(s)/agent(s) for the said premises; (bb) the name(s) and address(es) of the general contractor(s) that the Tenant intends to engage in the Tenant's works; (cc) the name(s) and address(es) of the...Office Lease • September 14th, 2005 • Titanium Group LTD
EXHIBIT 10.11 DISTRIBUTOR AGREEMENT Page 1 of 11 [GRAPHIC OMITTED] DISTRIBUTOR AGREEMENT THIS TITANIUM TECHNOLOGY DISTRIBUTOR AGREEMENT ("Agreement"), is entered into as of the EFFECTIVE DATE set forth below by and between Titanium Technology Limited,...Distributor Agreement • March 8th, 2006 • Titanium Group LTD • Services-computer integrated systems design • Hong Kong
EXHIBIT 10.10 RESELLER AGREEMENT Page 1 of 12 [GRAPHIC OMITTED] RESELLER AGREEMENT THIS TITANIUM TECHNOLOGY RESELLER AGREEMENT ("Agreement"), is entered into as of the EFFECTIVE DATE set forth below by and between Titanium Technology Limited, a Hong...Reseller Agreement • January 26th, 2006 • Titanium Group LTD • Services-computer integrated systems design • Hong Kong
EXHIBIT 10.6Supplier Agreement • December 9th, 2005 • Titanium Group LTD • Services-computer integrated systems design • Georgia
In case of conflict between any of the terms and conditions of the Agreement, SOW and this Amendment, the terms and conditions of this Amendment will prevail.
EXHIBIT 10.2 EMPLOYMENT AGREEMENT WITH HUMBPHREY CHEUNG DATED JANUARY 1, 2005 PRIVATE & CONFIDENTIAL Mr. Cheung Kin Kwong[HKID: G 903 617 (1)] Date: 1 January 2005 Dear Mr. Cheung, LETTER OF APPOINTMENT We are pleased to confirm your employment with...Employment Agreement • September 14th, 2005 • Titanium Group LTD
SHANGHAI COMMERCIAL BANK LTD. (INCORPORATED IN HONG KONG) FAX NO : (852) 28104623 12 QUEEN'S ROAD CENTRAL TEL NO : (852) 28415415 HONG KONG TELEX NO : 73390, 73650 SWIFT ADD : "SCBK HK HH XXX" WEB SITE : WWW.SHACOMBANK.COM.HKBanking Facilities Agreement • March 8th, 2006 • Titanium Group LTD • Services-computer integrated systems design
EXHIBIT 10.7 TECHNOLOGY PARTNERSHIP AND RESEARCH & DEVELOPMENT CONTRACT PROJECT NAME: FACIAL RECOGNITION OPERATING SYSTEM PARTY A: TITANIUM GROUP LTD. PARTY B: CHINA SCENTIFIC AUTOMATION RESEARCH CENTER DATE: 6-15-2005 PLACE CONTRACT SIGHED: BEIJING...Technology Partnership and Research & Development Contract • December 9th, 2005 • Titanium Group LTD • Services-computer integrated systems design
MEMORANUDM OF UNDERSTANDING AND AMENDMENTS THERETOMemorandum of Understanding • March 31st, 2011 • Titanium Group LTD • Services-computer integrated systems design • New York
· Crescent International Ltd. (“Crescent”), Chestnut Ridge Partners, LP (“Chestnut Ridge”) and Whalehaven Capital Fund Limited (“Whalehaven”, each, a “Holder”, and collectively, Crescent, Chestnut Ridge and Whalehaven, the “Holders”);
AMENDMENT AND WAIVER AGREEMENTAmendment and Waiver Agreement • November 26th, 2007 • Titanium Group LTD • Services-computer integrated systems design
This Amendment and Waiver Agreement (this “Agreement”), is made and entered into as of November 23, 2007, by and between Titanium Group Limited, a corporation organized under the laws of the British Virgin Islands (the “Company”) Crescent International Ltd. (“Crescent”), Chestnut Ridge Partners, LP (“Chestnut Ridge”) and Whalehaven Capital Fund Limited (“Whalehaven”, each, a “Holder”, and collectively, Crescent, Chestnut Ridge and Whalehaven, the “Holders”).
DEBT SATISFACTION AND RELEASE AGREEMENTDebt Satisfaction and Release Agreement • June 6th, 2011 • Titanium Group LTD • Services-computer integrated systems design • New York
THIS DEBT SATISFACTION AND RELEASE AGREEMENT (this “Agreement”), made and entered this 31st day of May, 2011, is by and among Titanium Group Limited, a British Virgin Islands corporation (“TTNUF”), Crescent International Ltd. (“Crescent”), Chestnut Ridge Holders, LP (“Chestnut Ridge”) and Whalehaven Capital Fund Limited (“Whalehaven”). Each of Crescent, Chestnut Ridge and Whalehaven may be referred to herein individually as “Holder” or collectively as “Holders”.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 14th, 2012 • Titanium Group LTD • Services-computer integrated systems design • New York
THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of this September 10, 2012, by and between Zili Industrial Co., Limited, a British Virgin Islands Company residing at Palm Grove House P.O. Box 438, Road Town, Tortola, British Virgin Islands ("Zili"), Snow Hill Developments Limited, a British Virgin Island Company residing at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("Snow Hill"), Titanium Group Ltd., a British Virgin Islands Company residing at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Titanium”), and Cancare Investment Limited, a Hong Kong incorporated company residing at Room 2101, 178 Huamao Century Square, Gloucester Road, Wanchai (“Cancare Investment”).
