SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2010 • Cfo Consultants, Inc. • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2010, by and among CFO Consultants, Inc., a Nevada corporation (the “Company”) and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
ContractSecurities Agreement • December 22nd, 2010 • Cfo Consultants, Inc. • Services-management consulting services
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES 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 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 AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2010 • Cfo Consultants, Inc. • Services-management consulting services • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of December 21, 2010, by and among CFO Consultants, Inc., a Nevada corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
Subscription Agreement CFO Consultants, Inc.Subscription Agreement • February 19th, 2008 • Cfo Consulting, Inc. • Nevada
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • October 22nd, 2010 • Cfo Consultants, Inc. • Services-management consulting services • New York
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is dated as of October 21, 2010, and is by and among Hong Kong Waibo International Limited (“Waibo”), and the undersigned shareholders of Waibo (the “Waibo Shareholders”), CFO Consultants, Inc., a Nevada corporation (the “Company”), and Orion Investment Inc. (the “Company Principal Shareholder”). Waibo is a party to this Agreement solely to make representations and warranties as set forth herein.
ContractSecurities Purchase Agreement • December 22nd, 2010 • Cfo Consultants, Inc. • Services-management consulting services
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES 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 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 AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
ContractMake Good Escrow Agreement • December 22nd, 2010 • Cfo Consultants, Inc. • Services-management consulting services • New York
This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of December 21, 2010, is entered into by and among CFO Consultants, Inc., a Nevada corporation (the "Company"), Kai Bo Holdings Ltd., (the “Make Good Pledgor”), and Collateral Agents, LLC, as escrow agent ("Escrow Agent").
