Dated this 24 day of May, 2011 B E T W E E N : RITSUKO HATTORI-ROCHE and BIREME LIMITED CONTRIBUTION AGREEMENTContribution Agreement • June 3rd, 2011 • Bireme LTD • Retail-miscellaneous retail
AGREEMENT REGARDING SOURCES AND USES OF FUNDSAgreement Regarding Sources and Uses of Funds • June 3rd, 2011 • Bireme LTD • Retail-miscellaneous retail
THIS AGREEMENT REGARDING SOURCES AND USES OF FUNDS is made as of this 24 day of May, 2011 (this “Agreement”), by and among Bireme Limited, a Cayman Islands exempted company with registered address of c/o Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands (the “Company”), Ritsuko Hattori-Roche with an address of c/o Codan Trust Company (Cayman) Islands, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands (“Hattori-Roche”), and Dongie Yang with an address of Suite 17A, 3Building, Guancai Int’l Apartment, 18 Gongti Xi Lu, Chaoyang District, Beijing, China (“Yang”, and together with Hattori-Roche, the “Shareholders”).
SHAREHOLDERS AGREEMENTShareholders Agreement • June 3rd, 2011 • Bireme LTD • Retail-miscellaneous retail
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of this 19th of May, 2011, by and among Bireme Limited, a Cayman Islands exempted company with registered address of c/o Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands (the “Company”), Ritsuko Hattori-Roche with an address of c/o Codan Trust Company (Cayman) Islands, Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman, KY1-1111, Cayman Islands (“Hattori-Roche”), and Dongie Yang with an address of Suite 17A, 3Building, Guancai Int’l Apartment, 18 Gongti Xi Lu, Chaoyang District, Beijing, China (“Yang”, and together with Hattori-Roche, the “Shareholders”).
Dated this 19 day of May, 2011 B E T W E E N : DONGJIE YANG and BIREME LIMITED CONTRIBUTION AGREEMENTContribution Agreement • June 3rd, 2011 • Bireme LTD • Retail-miscellaneous retail
GUARANTYGuaranty • June 3rd, 2011 • Bireme LTD • Retail-miscellaneous retail • New York
THIS GUARANTY, dated as of May 19, 2011, from D.Y. CAPITAL, INC., a British Virgin Islands company (the “Guarantor”), to RITSUKO HATTORI-ROCHE, an individual (the “Lender”).
PLEDGE AGREEMENTPledge Agreement • June 3rd, 2011 • Bireme LTD • Retail-miscellaneous retail • New York
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of May 19, 2011, is entered into by and between RITSUKO HATTORI-ROCHE (“Pledgor”), and Robert W. Roche, as Trustee of the ROBERT W. ROCHE 2009 DECLARATION OF TRUST (“Secured Party”), with reference to the following:
