FREEDOM PETROLEUM, INC. 650 Poydras Street, Office 15 Suite 1400 New Orleans, LA 70130Purchase and Sale Agreement • April 29th, 2015 • Freedom Petroleum Inc. • Crude petroleum & natural gas
This letter is regarding the Purchase and Sale Agreement (the "Agreement") dated October 10, 2014 entered into by and between Shalex Corporation ("Shalex") and Freedom Petroleum, Inc. ("Freedom"). Freedom has decided not to meet the payment terms of the Agreement due to recent changes in global oil markets and a declined interest in the industry from investors, therefore, management has determined it would be in our shareholders' best interest not to continue pursuing the transaction contemplated under the Agreement and therefore we would like to terminate it. Based on the terms of the Agreement, it can be terminated through mutual consent. Accordingly, we hereby request your consent to terminate the Agreement pursuant to Section 6.16(c) of the Agreement.
Exhibit 10.2 ESCROW AGREEMENT This Escrow Agreement (hereinafter "ESCROW AGREEMENT") is made and entered into this 11th day of December , 2013, by and among the parties listed on Schedule A hereto ("SELLERS"), shareholders of common stock of Freedom...Escrow Agreement • January 23rd, 2014 • Freedom Petroleum Inc. • Crude petroleum & natural gas • New York
EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2023 • Tianci International, Inc. • Crude petroleum & natural gas
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of Jan 27th, 2023 (the “Effective Date”), by and between Tianci International Inc., a United States of America corporation (the “Company”), and Ying Deng, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2017 • Tianci International, Inc. • Crude petroleum & natural gas • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of July 17, 2017 by and among Tianci International, Inc., a Nevada corporation, (the “Company”), and the individual listed in Exhibit B hereto and affixes its signature on the signature page of this Agreement (the “Purchaser”).
TIANCI INTERNATIONAL, INC. DIRECTOR RETAINER AGREEMENTDirector Retainer Agreement • October 31st, 2022 • Tianci International, Inc. • Crude petroleum & natural gas • Nevada
THIS DIRECTOR RETAINER AGREEMENT (“Agreement”) is entered into by and between TIANCI INTERNATIONAL, INC., a Nevada corporation (“Corporation”) and Fan Liu(“Director”) as of August 27, 2021.
ARTICLE I SALE OF SECURITIESSecurities Purchase Agreement • January 23rd, 2014 • Freedom Petroleum Inc. • Crude petroleum & natural gas • New York
Tianci International, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2024 • Tianci International, Inc. • Computer communications equipment
The undersigned, Tianci International, Inc., a Nevada company (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters named in Schedule A hereto (such underwriters including Representative (as defined below), collectively, hereafter referred to as the “Underwriters”, and each of them as an “Underwriter”), for which Benjamin Securities, Inc. acting as the representative of the several Underwriters (in such capacity, the “Representative”), to issue and sell an aggregate of [•] shares of common stock (the “Firm Shares”) of the Company, par value of $0.0001 per share (the “Common Stock”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2015 • Freedom Petroleum Inc. • Crude petroleum & natural gas • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of May 20th, 2015, (the “Agreement Date”) between Freedom Petroleum, Inc., a Nevada corporation (the “Company”) with an address of 650 Poydras Street, Suite 1400, Office 15, New Orleans, LA 70130, and each purchaser identified on Schedule I, as the same may be updated from time to time in accordance with this Agreement (which purchaser, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 10th, 2024 • Tianci International, Inc. • Computer communications equipment • Nevada
AGREEMENT AND PLAN OF MERGER between STEAMPUNK WIZARDS, INC. and TIANCI INTERNATIONAL INC. Dated as of October 26, 2016 AGREEMENT AND PLAN OF MERGERMerger Agreement • November 1st, 2016 • Steampunk Wizards, Inc. • Crude petroleum & natural gas • Nevada
AGREEMENT AND PLAN OF MERGER, dated as of October 26, 2016, between Steampunk Wizards, Inc., a Nevada corporation (“Parent”), and Tianci International Inc., a Nevada corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are hereinafter collectively referred to as the “Constituent Corporations.”
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 10th, 2024 • Tianci International, Inc. • Computer communications equipment
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 8th, 2017 • Tianci International, Inc. • Crude petroleum & natural gas
THIS STOCK PURCHASE AGREEMENT is made and entered into this 3rd day of August, 2017 by and among Tianci International, Inc., a Nevada corporation (the "Company"), Shifang Wan (the "Seller"), and the purchasers set forth on Exhibit A, attached hereto and incorporated herein (each, a "Purchaser", and collectively, the “Purchasers”). Seller owns 4,397,837 shares of the common stock of the Company. Purchasers desire to purchase from Seller, and Seller is willing to sell shares of such common stock, subject to the terms and conditions contained in this Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 6th, 2021 • Tianci International, Inc. • Crude petroleum & natural gas • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), effective as of August 6, 2021 (the “Effective Date”) by and among (A) Chuah Su Mei, an individual with an address of No. 45-2, Jalan USJ 21/10, Subang Jaya 47640, Selangor Darul Ehsan, Malaysia (the “Seller”), (B) Silver Glory Group Limited, with an address at No. a1111, Huafeng financial port, 1003 Xin'an Sixth Road, Bao'an District, Shenzhen City, Guangdong Province, China (“Buyer”), and (C) Tianci International, Inc. (“CIIT”), a Nevada corporation, with an address at No. 45-2, Jalan USJ 21/10, Subang Jaya, Selangor Darul Ehsan, Malaysia (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 18th, 2016 • Steampunk Wizards, Inc. • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (the “Agreement”) made on this 13th day of October, 2016, by and among Steampunk Wizards Inc., a Nevada corporation (“Steampunk” or the “Company”), the parties listed on Exhibit A hereto (the “Sellers”) and the parties listed on Exhibit B hereto (the “Purchasers”), setting forth the terms and conditions upon which the Sellers will sell Eighteen Million Seventy One Thousand Four Hundred and Forty-Five (18,071,445) shares of common stock of Steampunk, par value US $0.0001 per share, to the Purchasers (the “Securities Purchase”).
ARTICLE 1Lease Purchase Agreement • September 24th, 2012 • Freedom Petroleum Inc. • Montana
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 13th, 2017 • Tianci International, Inc. • Crude petroleum & natural gas • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of January 4, 2017 by and among Tianci International, Inc., a Nevada corporation, (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2014 • Freedom Petroleum Inc. • Crude petroleum & natural gas • New York
This Employment Agreement (the “Agreement”) is made and entered into on [ ] and effective as of February 1, 2014, by and between Freedom Petroleum, Inc., a Nevada corporation (the “Company”), with an address at Office 15, Suite 1400, 650 Poydras St., New Orleans, LA 70130 and Anton Lin, (the “Employee”), with an address at [ ].
PURCHASE AND SALE AGREEMENT BETWEEN: SHALEX CORPORATION AND FREEDOM PETROLEUM INC. DATED AS OF THE 10TH DAY OF OCTOBER 2014Purchase and Sale Agreement • October 15th, 2014 • Freedom Petroleum Inc. • Crude petroleum & natural gas • New York
NOW THEREFORE, in consideration of the mutual promises covenants contained herein, the parties hereby agree as follows:
Steampunk Wizards Ltd 43/1 St Paul’s Buildings, West Street VLT 1531, Valletta Malta RE: Management Agreement: Brendon Grunewald & Steampunk Wizards LtdManagement Agreement • August 27th, 2015 • Steampunk Wizards, Inc. • Crude petroleum & natural gas • Brussels
The purpose of this letter agreement is to set forth the terms and conditions of the retention of Brendon Grunewald via IceVista BVBA, a Belgian registered company with VAT# BE 478 901 272 by Steampunk Wizards Ltd, a Maltese registered company with VAT# MT 2210-3121 (the Company). IceVista appreciates this opportunity to render services to the Company and requests that, as confirmation of the Company’s approval and acceptance of the terms and conditions set forth herein, the Company sign and return the enclosed copy of this letter agreement.
SPIN-OFF AGREEMENTSpin-Off Agreement • October 18th, 2016 • Steampunk Wizards, Inc. • Crude petroleum & natural gas • New York
This SPIN-OFF AGREEMENT, dated as of October 13, 2016 (this “Agreement”), is entered into by and among Steampunk Wizards Inc., a Nevada corporation (the “Seller”), Steampunk Wizards, Ltd., a corporation organized under the laws of Malta (“Spin-Off Subsidiary”), Praefidi Holdings Limited, an entity organized under the laws of Malta (“Buyer”), and Brendon Grunewald, an individual having an address in Belgium as set forth in Section 7.2(b) below (“Grunewald”).
PURCHASE AND SALE AGREEMENT BETWEEN: LORNEX FINANCIAL LTD. AND FREEDOM PETROLEUM INC. DATED AS OF THE 28TH APRIL 2014Purchase and Sale Agreement • April 28th, 2014 • Freedom Petroleum Inc. • Crude petroleum & natural gas • New York
NOW THEREFORE, in consideration of the mutual promises covenants contained herein, the parties hereby agree as follows:
SHARE EXCHANGEShare Exchange Agreement • July 16th, 2015 • Steampunk Wizards, Inc. • Crude petroleum & natural gas • Nevada
This Share Exchange (the "Agreement"), dated as of July 15, 2015, among Steampunk Wizards, Inc., formerly known as Freedom Petroleum Inc., a Nevada corporation (the “Acquiror Company” or “Freedom”), Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (the “Acquiree Company” or “Steampunk”), Anton Lin, an individual (“Lin”) being the owner of record of 11,451,541 common shares of Freedom and the persons listed in Exhibit A hereof, being the owners of record of all of the issued share capital of Steampunk (the “Shareholders”). Capitalized words have the meaning set forth in Section 18, unless otherwise defined herein.
AMENDMENT NO. 1 TOSecurities Purchase Agreement • January 13th, 2017 • Tianci International, Inc. • Crude petroleum & natural gas
This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into as of the 10th day of January 2017 (the “Effective Date”), by and between Tianci International, Inc., a Nevada corporation, (the “Company”), and Shifang Wan (the “Purchaser”).
TIANCI INTERNATIONAL, INC. Unit B,10/F., Ritz Plaza, No.122 Austin Road,Tsim Sha Tsui, Kowloon, Hong Kong 999077 Reg. S: Debt Conversion by Non-U.S. Persons SUBSCRIPTION AGREEMENTSubscription Agreement • June 10th, 2024 • Tianci International, Inc. • Computer communications equipment
Office Rental Service Agreement Package D-All-inclusive for all roomsOffice Rental Service Agreement • June 10th, 2024 • Tianci International, Inc. • Computer communications equipment
Other information: 1) Source of funds: China / Hong Kong / Others: 2) Where to know the center: Online advertising / agency / friends / other:
AMENDMENT No. 1 TO SHARE EXCHANGEAGREEMENTShare Exchange Agreement • July 28th, 2015 • Steampunk Wizards, Inc. • Crude petroleum & natural gas
This AMENDMENT, dated as of July [ ], 2015 (the “Amendment”), by and among Steampunk Wizards, Inc., formerly known as Freedom Petroleum Inc., a Nevada corporation (the “Acquiror Company” or “Freedom”), Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (the “Acquiree Company” or “Steampunk”), Anton Lin, an individual (“Lin”) being the owner of record of 11,451,541 common shares of Freedom and the persons listed in Exhibit A thereof, being the owners of record of all of the issued share capital of Steampunk (the “Shareholders”), amends the Share Exchange Agreement dated as of July 15, 2015, by and among Freedom, the Acquiree Company, Lin and the Shareholders (the "Agreement"). All capitalized terms not herein defined shall have the meaning ascribed to them in the Agreement.
