SUBSCRIPTION AGREEMENTSubscription Agreement • September 25th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of September 12, 2007, by and among Franklin Towers Enterprises Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
ContractWarrant Agreement • September 18th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT 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 FRANKLIN TOWERS ENTERPRISES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • September 18th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • New York
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • September 18th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • New York
COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of September 12, 2007, among Eliezer Drew (the “Collateral Agent”), and the parties identified on Schedule A hereto (each, individually, a “Lender” and collectively, the “Lenders”), who hold or will acquire promissory Notes issued or to be issued by Franklin Towers Enterprises Inc. (“Parent”), a Nevada corporation, at or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Notes”).
SECURED CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • September 18th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • New York
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower, the Holder and certain other holders (the “Other Holders”) of convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
English Translation of Leasehold Agreement March 1st , 2007Leasehold Agreement • June 20th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software
Through negotiation, Party A agree to loan to Party B its workshop, land and equipment located in No.88, Julong Road, Private Economic Development Zone, Lidu, Fulin, Chongqing for Party B’s operation. Both parties achieve the agreement as follows:
Franklin Towers Enterprises, Inc. Center Barnstead, New Hampshire 03225Letter of Intent • November 29th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software
This Letter of Intent (this “Agreement”) shall set forth our mutual agreement regarding a transaction (the “Transaction”) whereby Franklin Towers Enterprises, Inc. or a wholly-owned subsidiary (the “Buyer”) shall acquire all of the assets of Chongqing Wintus New Star Enterprises Group, Ltd., a limited liability company organized under the laws of the People’s Republic of China (the “Seller”), including without limitation, fixed assets, real estate holdings, intellectual property and 100% of the issued and outstanding capital stock of the companies listed on Exhibit A, attached hereto (hereinafter referred to as the “Business”), in consideration for a purchase price to be mutually agreed upon after the Buyer has completed its due diligence investigation of the Seller and its assets. The purchase price will be payable in cash payments of an amount equivalent to one-third of the aggregate purchase price and in shares of commons stock of the Buyer equivalent to two-thirds of the aggregate
FORM OF LOCK UP AGREEMENTLock-Up Agreement • September 18th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • New York
This AGREEMENT (the "Agreement") is made as of the ___ day of September, 2007, by the signatories hereto (each a "Holder"), in connection with his ownership of shares of Franklin Towers Enterprises Inc., a Nevada corporation (the "Company").
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 20th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • New York
SHARE PURCHASE AGREEMENT (this “Agreement”), dated June 19, 2007, among Franklin Towers Enterprises, Inc., a Nevada corporation (the "Buyer"), Chongqing Qiluo Textile Co. Ltd., a limited liability company organized under the laws of the People’s Republic of China (the "Company"), Xinshengxiang Industrial Development Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“Xinshengxiang”), Mr. Dingliang Kuang, a individual residing at Group 5, Baisheng Town, Fuling District, Chongqing City, China (“Dingliang”), and Ms. Yue Kuang, an individual residing at No.22, Dunren Wangzhou Road, Fuling District, Chongqing City, China (“Yue,” and together with Xinshengxiang and Dingliang, the "Sellers").
STOCK PLEDGE AGREEMENTStock Pledge Agreement • September 18th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • New York
STOCK PLEDGE AGREEMENT (this “Agreement”), dated September 12, 2007 by and between Xinshengxiang Industrial Development Co., Ltd. (the “Pledgor”); the Lenders identified on Schedule A hereto (collectively, “Pledgee”); and the Collateral Agent;
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 20th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) dated June 19, 2007, by and between Kelly Fan (the “Seller”), Xinshengxiang Industrial Development Co., Ltd. a limited liability company organized under the laws of the People’s Republic of China (“Xinshengxiang”), Dingliang Kuang (“D. Kuang”), and Yue Kuang (“Y. Kuang” and together with Xinshengxiang and D. Kuang, the “Purchasers”).
FRANKLIN TOWERS ENTERPRISES, INC.Acquisition Agreement • December 28th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software
Reference is hereby made to Letter Agreement dated November 26, 2007 (the “Letter Agreement”), between Franklin Towers Enterprises, Inc., a Nevada corporation (the “Company”) and Zhengzhong Silkworm Industrial Development Co., a limited liability company organized under the laws of the People’s Republic of China (“Zhengzhong”), pursuant to which the Company intends to acquire from Zhengzhong certain assets, including, fixed assets, real estate holdings, intellectual property and a long term lease of approximately 15,000 acres of mulberry farms (the “Transaction”).
Franklin Towers Enterprises, Inc.Letter of Intent • November 27th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software
This Letter of Intent (this “Agreement”) shall set forth our mutual agreement regarding a transaction (the “Transaction”) whereby Franklin Towers Enterprises, Inc. or a wholly-owned subsidiary (the “Buyer”) shall acquire certain assets from Zhengzhong Silkworm Industrial Development Co. (the “Seller”), including without limitation, fixed assets, real estate holdings, intellectual property and a long term lease of approximately 15,000 acres of mulberry farms consisting of over 120,000,000 mulberry trees, in consideration for a purchase price to be mutually agreed upon after the Buyer has completed its due diligence investigation of the Seller and its assets. The assets shall be delivered to the Buyer free and clear of any liens and encumbrances.
