Resource Acquisition Group, Inc. Sample Contracts

SHARE EXCHANGE AGREEMENT FOR THE EXCHANGE OF COMMON STOCK OF RESOURCE ACQUISITION GROUP, INC. FOR SECURITIES OF AMERICAN RETAIL GROUP, INC. DATED AS OF FEBRUARY 11, 2011
Share Exchange Agreement • May 23rd, 2011 • American Retail Group, Inc. • Miscellaneous chemical products • New York

This SHARE EXCHANGE AGREEMENT, dated as of February 11, 2011 (the “Agreement”) by and among RESOURCE ACQUISITION GROUP, INC., a Nevada corporation (“DKII”), AMERICAN RETAIL GROUP, INC., a Nevada corporation (“ARG”), and the stockholders of ARG whose names are set forth on Exhibit A attached hereto (the “ARG Stockholders”).

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • April 6th, 2011 • American Retail Group, Inc. • Miscellaneous chemical products • Nevada

AGREEMENT AND PLAN OF MERGER, dated as of March 9, 2011 (this “Agreement”), by and among RESOURCE ACQUISITION GROUP, INC., a Nevada corporation (the “Company”), and AMERICAN RETAIL GROUP, INC., a Nevada corporation (“Target”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 20th, 2017 • American Retail Group, Inc. • Miscellaneous chemical products • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 6th day of March 2017 (the “Signing Date”), between Soledad Bayazit (“Seller”) and Vassili Oxenuk, (“Purchaser”).

LIMITED NON-RECOURSE GUARANTY AGREEMENT
Limited Non-Recourse Guaranty Agreement • March 31st, 2011 • Resource Acquisition Group, Inc. • Miscellaneous chemical products • New York

This LIMITED NON-RECOURSE GUARANTY AGREEMENT is made as of the 10th day of June, 2010, by Oxenuk Equity Fund Corp. (“Guarantor”) for the benefit of the holders (the “Holders’’) of the 10% Secured Convertible Notes due January 12. 2012 issued by American Retail Group, Inc. (the “Company”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • November 20th, 2009 • Resource Acquisition Group, Inc. • Miscellaneous chemical products • Nevada

AGREEMENT AND PLAN OF MERGER, dated as of October 27, 2009 (the "Agreement"), between DK Investors, Inc., a New York corporation (the "Corporation"), and Resource Acquisition Group, Inc., a Nevada corporation (the "Subsidiary").

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • May 16th, 2008 • Dk Investors Inc

THIS AGREEMENT made and entered into as of Dec 15, 2004 ("Effective Date"), by and between NANODYNAMICS, INC., a Delaware corporation, with offices at 901 Fuhrmann Boulevard, Buffalo, NY 14203 ("NANO"), SGK. NANOSTRUCTURES INCORPORATED, a New York corporation with offices located at 5 Flagpole Lane, East Setauket, NY 11733 ("SGK").

ACCESSORY (LOAN) CONTRACT #22/12-01
Accessory (Loan) Contract • May 23rd, 2011 • American Retail Group, Inc. • Miscellaneous chemical products

Subsidiary Bank Sberbank JSC hereinafter referred to as the Bank represented by Head of the Investment Lending and Project Funding Department Mr. Vyacheslav Anatolyevich Pavlenko acting on the basis of Power of Attorney # 805-5/202 dated February 16, 2009, on the one hand, and SM MARKET RETAIL Limited Liability Partnership hereinafter referred to as the Borrower represented by its Director Ms. Farida Idayatovna Yazdigani acting on the basis of the Charter, on the other hand, ELIKA Limited Liability Partnership hereinafter referred to as the Co-borrower 1 represented by its Director Yefim Vitalyevich Papanov acting on the basis of the Charter, on the third hand, Vympel Group Limited Liability Partnership hereinafter referred to as the Co-borrower 2 represented by Mr. Timur Tahirovich Salavatov acting on the basis of Power of Attorney w/n dated December 20, 2009, on the fourth hand, and InterBir Limited Liability Partnership hereinafter referred to as the Co-borrower 3 represented by its

CREDIT LINE AGREEMENT No.26/12
Credit Line Agreement • March 31st, 2011 • Resource Acquisition Group, Inc. • Miscellaneous chemical products

The Borrower and the Co-borrower shall jointly represent one party, which is hereinafter referred in this Agreement as “the Borrower”, and all of the rights and obligations of the Borrower shall equally relate to the Borrower and the Co-borrower; the Borrower and the Co-borrower shall jointly and severally comply with the terms and conditions of this Agreement and bear obligations under this Agreement in full.

RESCISSION AGREEMENT
Rescission Agreement • August 3rd, 2011 • American Retail Group, Inc. • Miscellaneous chemical products • New York

This agreement (the “Agreement”) is made and entered into as of this 22nd day of July, 2011, by and among American Retail Group, Inc., a Nevada corporation (“ARG”) and the persons listed on Exhibit A attached hereto (the “SM Market Stockholders”) (all parties referred to herein collectively as the “Parties”).

SHARE ACQUISITION AND EXCHANGE AGREEMENT dated March 30, 2005 between and among SGK Nanostructures, Inc., the Shareholders of SGK Nanostructures, Inc. and DK Investors, Inc.
Share Acquisition and Exchange Agreement • May 16th, 2008 • Dk Investors Inc • New York

DKII: SGK: SGK Shareholders: DK Investors, Inc. SGK Nanostructures, Incorporated Norman Fuchs Lawrence Goldstein Philip F. Palmedo Gregory A. Konesky

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 20th, 2009 • Resource Acquisition Group, Inc. • Miscellaneous chemical products • New York

This ASSET PURCHASE AGREEMENT (the "Agreement") dated as of the 26th day of October, 2009 is entered into by and between DK Investors, Inc., a New York corporation ("Seller") and SGK Nanostructures, Inc., a New York corporation ("Buyer").

Agreement for temporary, reimbursable financial aid
Agreement for Temporary, Reimbursable Financial Aid • March 31st, 2011 • Resource Acquisition Group, Inc. • Miscellaneous chemical products

SM MARKET RETAIL Limited Liability Partnership hereinafter referred to as Party 1, represented by its Director, Ms. F.I. Yazdigani, acting on the basis of the Charter, on one hand, and

MASTER ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 31st, 2011 • Resource Acquisition Group, Inc. • Miscellaneous chemical products

GROS Chain of Supermarkets LLP, hereinafter referred to as the “Seller”, represented by its Director O.Polukhin, acting on the basis of the Articles of Association, on the one part, and

COOPERATION AGREEMENT
Cooperation Agreement • March 31st, 2011 • Resource Acquisition Group, Inc. • Miscellaneous chemical products

TOO ELDORADO INVEST COMPANY, further referred to as Party 1, represented by the Director Salduzi E. acting on the basis of the Charter, on one side, and TOO SM MARKET RETAIL, further referred to as Party 2, represented by the Director Yazdigani F., on the other side, further collectively referred to as Parties and individually as Party, signed this Agreement and agreed on the following:

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