RINO International CORP Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 5th, 2023 • JOIN Entertainment Holdings, Inc. • General industrial machinery & equipment, nec • Nevada

This subscription agreement (the “Subscription Agreement” or the “Agreement”) is entered into by and between JOIN Entertainment Holdings, Inc., formerly RINO International Corp., a Nevada corporation (the Company), and the undersigned investor (“Investor”), as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the Offering Circular (defined below).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 19th, 2007 • Jade Mountain CORP • Blank checks • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 2nd, 2009 • RINO International CORP • General industrial machinery & equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 2, 2009, between RINO International Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

LOCK-UP AGREEMENT
Lock-Up Agreement • November 19th, 2007 • Jade Mountain CORP • Blank checks • New York

THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into as of September 27, 2007 between the stockholders set forth on the signature page to this Agreement (each, a "Holder") and Jade Mountain Corporation, a Nevada corporation (the "Company").

NON-QUALIFIED STOCK OPTION AGREEMENT Under The RINO International Corporation 2009 Stock Incentive Plan
Non-Qualified Stock Option Agreement • August 16th, 2010 • RINO International CORP • General industrial machinery & equipment, nec • New York

AGREEMENT (“Agreement”), dated as of August 12, 2010 by and between RINO International Corporation, a Nevada corporation (the “Company”), and Ben Wang (the “Optionee”).

COMMON STOCK WARRANT RINO INTERNATIONAL CORPORATION
Common Stock Warrant • December 2nd, 2009 • RINO International CORP • General industrial machinery & equipment, nec

THIS COMMON STOCK WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________ (the “Initial Exercise Date”) and on or prior to the close of business on _________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from RINO International Corporation, a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • June 5th, 2023 • JOIN Entertainment Holdings, Inc. • General industrial machinery & equipment, nec

This Share Purchase Agreement (the “Agreement”) is made and entered into effective as of March 28, 2023, by and between RINO International Corp., a Nevada corporation (“Purchaser”), and Alain Logua (“Seller”), the sole shareholder of Join Entertainment, Inc., an Ontario, Canada, corporation (“Acquired Corporation”). Buyer and Seller are the only Parties to this Agreement and are collectively referred to herein as the “Parties,” each a “Party.”

SEPARATION AGREEMENT
Separation Agreement • August 16th, 2010 • RINO International CORP • General industrial machinery & equipment, nec

This agreement (the “Agreement”) effective on the last day executed below, is entered into between YI (JENNY) LIU (“Employee”) and RINO INTERNATIONAL CORPORATION, a Nevada corporation (“Employer”) relating to Employee’s employment and separation from employment with Employer and its subsidiaries.

Technology Transfer Agreement
Technology Transfer Agreement • November 15th, 2010 • RINO International CORP • General industrial machinery & equipment, nec

This Contract is made by and between both parties via equal negotiation pursuant to Contract Law of the People’s Republic of China on the basis of authentic and full expression of their wills.

Waiver and Amendment Agreement
Waiver and Amendment Agreement • April 8th, 2009 • RINO International CORP • General industrial machinery & equipment, nec

This Waiver Agreement and Amendment (the “Agreement”) is made by and among RINO International Corporation, a Nevada corporation (formerly known as Jade Mountain Corporation, the “Company”) and each of the investors signatory hereto (collectively, the “Majority Investors”). Reference is made to that certain (i) Securities Purchase Agreement, dated September 27, 2007, by and among the Company, Innomind Group Limited, Dalian Innomind Environment Engineering Co., Ltd, Dalian RINO Environmental Engineering Science and Technology Co., Ltd. and the investors signatories thereto, as amended (the “Securities Purchase Agreement”), (ii) Registration Rights Agreement, dated September 27, 2007, by and among Jade Mountain Corporation and the investors signatories thereto (the “Registration Rights Agreement”) and (iii) Escrow Agreement dated September 27, 2007, by and among the Company, _________ and Tri-State Title & Escrow, LLC, as Escrow Agent (the “Escrow Agreement”). This Agreement shall become

Technology Transfer Agreement (Patent)
Technology Transfer Agreement • November 15th, 2010 • RINO International CORP • General industrial machinery & equipment, nec

This Contract is made by and between both parties via equal negotiation pursuant to Contract Law of the People’s Republic of China on the basis of authentic and full expression of their wills.

LOAN AGREEMENT
Loan Agreement • May 14th, 2010 • RINO International CORP • General industrial machinery & equipment, nec • New York

This Loan Agreement dated March 31, 2010 by and between Mr. Dejun Zou and Ms. Jianping Qiu, with their address at 11 Youquan Road, Zhanqian Street, Jinzhou District, Dalian, China 116100 (the "Borrowers") and RINO International Corporation, a Nevada corporation with its address at 11 Youquan Road, Zhanqian Street, Jinzhou District, Dalian, China 116100 (the "Lender").

Agreement for Developing Environmental Protection and New Energy with School of Environmental & Biological Science & Technology in Dalian University of Technology, Environmental Group and Dalian RINO Environment Engineering Science and Technology Co., Ltd
Environmental Protection and New Energy Development Agreement • November 15th, 2010 • RINO International CORP • General industrial machinery & equipment, nec

Party A: School of Environmental & Biological Science & Technology in Dalian University of Technology and Environmental Group (the “DUT”)

EMPLOYMENT AGREEMENT
Employment Agreement • August 16th, 2010 • RINO International CORP • General industrial machinery & equipment, nec • New York

This EMPLOYMENT AGREEMENT is made as of August 12, 2010 by and between RINO International Corporation, a Nevada corporation (the "Company"), and Ben Wang (“Employee”).

SHARE EXCHANGE AGREEMENT by and among ZHANG ZE INNOMIND GROUP LIMITED and JADE MOUNTAIN CORPORATION dated as of October 5, 2007
Share Exchange Agreement • October 12th, 2007 • Jade Mountain CORP • Blank checks • Texas

SHARE EXCHANGE AGREEMENT, dated as of October 5, 2007 (this “Agreement”) by and among Zhang Ze, an individual (“Zhang”), Innomind Group Limited, a British Virgin Islands company (“Innomind”), Jade Mountain Corporation, a Nevada corporation (“JMC”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 1st, 2009 • RINO International CORP • General industrial machinery & equipment, nec • Nevada

This EMPLOYMENT AGREEMENT is made as of June 30, 2009 by and between RINO International Corporation, a Nevada corporation (the "Company"), and Yi (Jenny) Liu (“Employee”).

STRICTLY CONFIDENTIAL Mr. Dejun Zuo Chief Executive Officer RINO International Corporation No.11, Youquan Rd, Zhanqian Street, Jinzhou District Dalian City, Liaoning Province, 116100 China Dear Mr. Zou:
Placement Agent Agreement • December 2nd, 2009 • RINO International CORP • General industrial machinery & equipment, nec • New York

This letter (the “Agreement”) constitutes the agreement between RINO International Corporation (the “Company”) and Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) as the lead placement agent (the “Placement Agent”), that Rodman shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable best efforts basis, in connection with the proposed offer and placement (the “Offering”) by the Company of registered securities of the Company (the “Securities”). The terms of the Offering and the Securities shall be mutually agreed upon by the Company and the investors in such Offering and nothing herein implies that the Placement Agent would have the power or authority to bind the Company or an obligation for the Company to issue any Securities or complete the Offering. The Company expressly acknowledges and agrees that the execution of this Agreement does not constitute a commitment by Rodman to place or purchase any Securities and does not ensure the suc

Side Letter Agreement
Side Letter Agreement • July 20th, 2009 • RINO International CORP • General industrial machinery & equipment, nec • New York

This Side Letter Agreement (the “Agreement”), dated as of July 14, 2009, is made by and among RINO International Corporation, a Nevada corporation (the “Company”), and Blue Ridge Investments LLC (“Blue Ridge”). Reference is made to that certain Securities Purchase Agreement, dated September 27, 2007, by and among the Company, Innomind Group Limited, Dalian Innomind Environment Engineering Co., Ltd. (“WOFE”), Dalian RINO Environmental Engineering Science and Technology Co., Ltd. (“Dalian Rino”, and together with WOFE and the Company, collectively, the “Rino Group”) and the investors signatories thereto, as amended (the “Securities Purchase Agreement”).

Employment Agreement Party A (Employer): Dalian Rino Environmental Engineering Technology Co., Ltd. Party B (Employee): Li Yu Formed by Labor and Social Security Bureau of Dalian City
Employment Agreement • March 31st, 2010 • RINO International CORP • General industrial machinery & equipment, nec

This Employment Agreement is signed by and between Party A and Party B on the principles of legality, fairness, equality, voluntariness, negotiation, honesty, credibility according to the labor law of People’s Republic of China and labor contract law of People’s Republic of China and relevant laws and regulations.

AMENDMENT
Employment Agreement • June 9th, 2008 • RINO International CORP • General industrial machinery & equipment, nec

This Amendment (the “Amendment”) is made and entered into as of June 6, 2008, by and between RINO International Corporation, a Nevada corporation (the “Company”), and Bruce Richardson (the “Employee”; together with the Company, each a Party and collectively, the Parties). Reference is made to that certain Employment Agreement dated as of September 28, 2008, by and between the Parties (the “Agreement”).

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