NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Broadwebasia, Inc. • February 10th, 2009 • Services-computer programming, data processing, etc.
SECURITY AGREEMENTSecurity Agreement • February 10th, 2009 • Broadwebasia, Inc. • Services-computer programming, data processing, etc. • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 12, 2008, is made by and between World of Tea, Inc., a Delaware corporation (“Seller”), and each of Israel Morgenstern and Svetlana Pojasnikova (collectively, “Buyers”).
WORLD OF TEA INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___ 20__ (the “Grant Date”), is between World of Tea Inc., a Nevada corporation (the “Company”), and _____________ (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the World of Tea Inc. 2008 Equity Incentive Plan (the “Plan”).
SECURITY AGREEMENTSecurity Agreement • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products • New York
This SECURITY AGREEMENT, dated as of September 12, 2007 (this "Agreement"), is between BroadWebAsia Inc., corporation incorporated under the laws of the British Virgin Islands (the "Company" or the "Debtor"), Lakewood Group, LLC (the "Secured Party"), the holder of the Company's Senior Secured Note, issued on September 12, 2007 in the original principal amount of $750,000 (the "Note"), and its endorsees, transferees and assigns.
EXHIBIT D GUARANTYGuaranty • February 10th, 2009 • Broadwebasia, Inc. • Services-computer programming, data processing, etc. • New York
GUARANTY dated as of February 9, 2009 ("Guaranty") made by Brad Greenspan, an individual residing c/o BroadWebAsia, Inc. 9255 Sunset Boulevard, Suite 1010, West Hollywood, CA 90069, (“Guarantor”) in favor of Able Income Fund, LLC ("Lender").
EXHIBIT E STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 10th, 2009 • Broadwebasia, Inc. • Services-computer programming, data processing, etc. • New York
STOCK PLEDGE AGREEMENT ("Agreement") entered into as of February 9, 2009 by and among Able Income Fund, LLC (the “Secured Party”), and those persons identified on the signature page hereof (each a “Pledgor”).
INTERNATIONAL MEDICAL STAFFING INC. REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATIONSubscription Agreement • September 10th, 2007 • World of Tea • New York
STOCK OPTION AGREEMENTStock Option Agreement • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products • Virgin Islands
STOCK OPTION AGREEMENT, dated as of November 13, 2007 (this “Agreement”), by and between BROADWEBASIA, INC., a British Virgin Islands corporation (the “Company”), and the optionee named on the signature page hereto (the “Optionee”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 10th, 2009 • Broadwebasia, Inc. • Services-computer programming, data processing, etc. • New York
NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of February 9, 2009, by and between BROADWEBASIA, INC., a Delaware corporation (the “Company”), and ABLE INCOME FUND, LLC (the “Investor”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of February 12, 2008, is by and among WORLD OF TEA INC., a Nevada corporation (the “Parent”), BROADWEBASIA, INC., a British Virgin Islands company (the “Company”), and the shareholders of the Company signatory hereto (each a “Shareholder” and, jointly, the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
English Translation) Haolai BWA Information Technology (Shanghai) Co. Ltd. Equity Joint Venture Contract Between Shanghai Haolai Computer Information Technology Co., Ltd And BroadWebAsia, Inc.World of Tea • February 12th, 2008 • Miscellaneous food preparations & kindred products
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products • California
This Restricted Stock Agreement ("Agreement") is made and entered into as of January 31, 2007, by and between BroadWebAsia, Inc., a British Virgin Islands corporation (the "Company"), and James Iacabucci ("Stockholder").
JUNIOR SECURITY AGREEMENTJunior Security Agreement • February 29th, 2008 • World of Tea • Miscellaneous food preparations & kindred products • New York
This JUNIOR SECURITY AGREEMENT, dated as of December 5, 2007 (this “Agreement”), is between BroadWebAsia Inc., corporation incorporated under the laws of the British Virgin Islands (the “Company” or the “Debtor”), and Europlay Capital Advisors, LLC (the “Secured Party”), the holder of the Company’s Junior Secured Note, issued on December 5, 2007 in the original principal amount of $600,000 (the “Note”), and its endorsees, transferees and assigns.
SHARE PURCHASE WARRANT BROADWEBASIA, INC.Share Purchase • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products
THIS SHARE PURCHASE WARRANT (the "Warrant") certifies that, for value received, Lakewood Group, LLC (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 date hereof (the "Initial Exercise Date") and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from BroadWebAsia, Inc. (the "Company") Shares (the "Warrant Shares"), par value $0.00004 per share, of the Company (such Shares called herein the "Common Stock"). The purchase price of one Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products • California
This Agreement is made effective as of the 31st day of January, 2007 (the "Effective Date"), by and between BroadWebAsia, Inc., a British Virgin Islands corporation, with its principal place of business located at 9255 Sunset Blvd, Suite 1010, West Hollywood, California 90069 (the "Company"), and James Iacabucci, an individual, residing at 2103 Sunset Plaza Drive, West Hollywood, California 90069 (the "Employee").
WORLD OF TEA INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTEquity Incentive Plan • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the __ day of ___________, 20__ (the “Grant Date”), is between World of Tea Inc., a Nevada corporation (the “Company”), and _______ (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the World of Tea Inc. 2008 Equity Incentive Plan (the “Plan”).
SHARE PURCHASE WARRANT BROADWEBASIA, INC.Share Purchase Warrant • February 29th, 2008 • World of Tea • Miscellaneous food preparations & kindred products
THIS SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Europlay Capital Advisors, LLC (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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BroadWebAsia, Inc. (the “Company”) Shares (the “Warrant Shares”), par value $0.00004 per share, of the Company (such Shares called herein the “Common Stock”). The purchase price of one Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Purchase Option AgreementPurchase Option Agreement • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products
Shareholder A and Shareholder B are collectively referred to as “Shareholders”. Company, Option Holder and Shareholders are collectively referred to as “Parties” and individually as “Party”.
EXCLUSIVE TECHNOLOGY CONSULTING AGREEMENTExclusive Technology Consulting Agreement • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products
This EXCLUSIVE TECHNOLOGY CONSULTING AGREEMENT (“Agreement”) is entered into as of November 13, 2007 (the “Effective Date”), by and between the following (each a “Party” and together the “Parties”):
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 19th, 2008 • World of Tea • Miscellaneous food preparations & kindred products • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 14, 2008 (the “Agreement”), between World of Tea Inc., a Nevada corporation (the “Corporation”), and BroadWebAsia, Inc., a Delaware corporation (the “Subsidiary”).
English Translation) Shandong Yinguang Internet Technology Co., Ltd Chinese- foreign Equity Joint Venture Contract Between Shandong Linyi Yinguang Fusi Internet Digital Technology Co., Ltd And BroadWebAsia, Inc.World of Tea • February 12th, 2008 • Miscellaneous food preparations & kindred products
Shandong Linyi Yinguang Fusi Internet Digital Technology Co., Ltd and BroadWebAsia, Inc., on the basis of the principle of equity and mutual benefit and pursuant to the Equity Purchase Agreement executed by both parties, agree to jointly invest 1.2 million USD to establish a joint venture enterprise in Shandong Linyi.
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of February 12, 2008, by World of Tea, Inc., a Nevada corporation (“Assignor”), and WOT Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products • New York
This Note Purchase Agreement (this “Agreement”), dated as of February ___, 2008 (the “Closing Date”) by and between World of Tea Inc., a Nevada corporation (the “Company”) and each of those persons and entities, severally and not jointly, whose names are set forth on Schedule I hereto (which persons and entities are hereinafter collectively referred to as “Lenders” and each individually as a “Lender”).
Equity Pledge AgreementEquity Pledge Agreement • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products
Pledgors are the registered shareholders of the Company. Pledgors legally hold all shares of the Company (“Company Shares”) and will hold all company shares on the date the parties execute this Agreement. Each Pledgor’s contribution of the Company’s Registered Capital and the Share Holding Proportion are identified in Exhibit I.
Form of Lock Up AgreementWorld of Tea • February 12th, 2008 • Miscellaneous food preparations & kindred products • New York
In order to induce BroadWebAsia, Inc., a British Virgin Islands corporation (“BWA”) to enter into that certain Share Exchange Agreement, dated as of February 12, 2008, by and among BWA, World of Tea, Inc., a Nevada corporation (the “Company”) and each of Bradley David Greenspan, Daniel Piin Shyan Yeh and James Edward Yacabucci, Jr., the undersigned hereby agrees that for a period (the “lock-up period”) of one hundred twenty (120) days following the date hereof, the undersigned will not, without the prior written consent of the Company, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the sa
FORM OF STOCK OPTION AGREEMENTStock Option Agreement • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products • Virgin Islands
STOCK OPTION AGREEMENT, dated as of November 13, 2007 (this “Agreement”), by and between BROADWEBASIA, INC., a British Virgin Islands corporation (the “Company”), and the optionee named on the signature page hereto (the “Optionee”).
EXCLUSIVE MANAGEMENT CONSULTING SERVICES AGREEMENTExclusive Management Consulting Services Agreement • February 12th, 2008 • World of Tea • Miscellaneous food preparations & kindred products
This EXCLUSIVE MANAGEMENT CONSULTING SERVICES AGREEMENT (“Agreement”) is entered into as of November 13, 2007 (the “Effective Date”), by and between the following (each a “Party” and together the “Parties”):
