AGREEMENT AND PLAN OF MERGER BY AND AMONG PRO-STARS, INC., APPLIED SPECTRUM TECHNOLOGIES, INC.,Agreement and Plan of Merger • May 19th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • Delaware
RECITALSRelease Agreement • December 29th, 2005 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
This employment agreement (this "Agreement"), dated as of November 15, 2006 (the "Effective Date"), is made by and between Applied Spectrum Technologies, Inc., a Delaware corporation (the "Company"), and Wei Xu (the "Executive") (each, a "Party" and together, the "Parties").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2007 • Benda Pharmaceutical, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April __, 2007, by and among Benda Pharmaceutical, Inc., a Delaware corporation, with headquarters located at Changjiang Tower, 23rd Floor, No.1 Minquan Road, Wuhan, Hubei province, People’s Republic of China (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
Equity Transfer Agreement translationEquity Transfer Agreement • June 15th, 2007 • Benda Pharmaceutical, Inc. • Pharmaceutical preparations
In accordance with the Company Law of the Peoples Republic of China, the Contract Law of the People's Republic of China, the Provisional Regulations on Investment By Foreign-funded Enterprises and other relevant laws and regulations, in relation to the equity transfer, both parties hereby agree as follows:
TECHNICAL CONSULTANCY AGREEMENTTechnical Consultancy Agreement • June 15th, 2007 • Benda Pharmaceutical, Inc. • Pharmaceutical preparations • Delaware
This TECHNICAL CONSULTANCY AGREEMENT (the “Agreement”), entered into as of June 11, 2007, between Benda Pharmaceutical, Inc. (“Benda”), a corporation organized under the laws of Delaware of the United States, and Yaojin Wang (the “Consultant”).
PLACEMENT AGREEMENT October 17, 2006Placement Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
ESCROW AGREEMENTEscrow Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • Colorado
This ESCROW AGREEMENT (this “Agreement”) made as of October 25, 2006 by and among, EVER LEADER HOLDINGS LIMITED, a company incorporated under the laws of Hong Kong (“Ever Leader”), APPLIED SPECTRUM TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and KEATING SECURITIES, LLC, a Delaware limited liability company (the “Investor Agent”), whose addresses and other information appear on the Information Sheet (as defined herein) attached to this Agreement, and STEELE STREET STATE BANK, 55 Adams Street, Denver, Colorado 80206 (the “Escrow Agent”).
EXCHANGE AGREEMENT BY AND AMONG APPLIED SPECTRUM TECHNOLOGIES, INC., KI EQUITY PARTNERS III, LLC, EVER LEADER HOLDINGS LIMITED AND EACH STOCKHOLDER OF EVER LEADER HOLDINGS LIMITED DATED AS OF SEPTEMBER 7, 2006Exchange Agreement • September 7th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • Delaware
THIS EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of September 7, 2006, by and among Applied Spectrum Technologies, Inc., a Delaware corporation (“Applied Spectrum”), KI Equity Partners III, LLC, a Delaware limited liability company (“KI Equity”), Ever Leader Holdings Limited, a company incorporated under the laws of Hong Kong SAR (the “Company”), XIA Pharmaceutical Inc., an international business company incorporated in the British Virgin Islands and the majority shareholder of the Company (“XIA”), each other Person (as defined in Section 11.2 hereof) listed under the caption “Shareholders” on the signature page hereof, together with each person becoming a Shareholder prior to the closing of the transactions contemplated hereunder who shall execute a counterpart signature of this Agreement. Such Persons and XIA are all of the shareholders of the Company, and Mr. Yiqing Wan and Ms. Wei Xu together own all of the outstanding capital stock of XIA (“XIA Shareholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 15, 2006, by and among Applied Spectrum Technologies, Inc., a Delaware corporation with headquarters located at 936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
LOCK-UP AGREEMENTLock-Up Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
LOCK-UP AGREEMENT, dated as of November 15, 2006 (this "Agreement"), by and among Applied Spectrum Technologies, Inc., a Delaware corporation (the "Company"), the stockholders listed on the signature pages hereto under the heading "Stockholders" (each a "Stockholder" and collectively, the "Stockholders") and Keating Securities, LLC, a Delaware limited liability company, as agent for the Investors (as defined below) (the "Investor Agent").
VOTING AGREEMENTVoting Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
This VOTING AGREEMENT, dated as of this 15th day of September 2006 (“Agreement”), is by and among KI Equity Partners III, LLC, a Delaware limited liability company (“KI Equity”), XIA Pharmaceutical Inc., an international business company incorporated in the British Virgin Islands and the majority shareholder of the Company (as defined below) and each of the other persons whose signature appears under the caption (collectively, the “Shareholders”) on the signature page hereof. For purposes of this Agreement, KI Equity and each person whose signature appears on the signature page hereof shall be referred to herein individually as “Shareholder” and collectively as the “Shareholders”.
MODIFICATION AND AMENDMENT AGREEMENTModification and Amendment Agreement • April 6th, 2007 • Benda Pharmaceutical, Inc. • Pharmaceutical preparations
THIS MODIFICATION AND AMENDMENT AGREEMENT (“Agreement”) is made effective this 5th day of April, 2007 (the “Effective Date”), by and among Benda Pharmaceutical, Inc., a Delaware corporation (the “Company”), Ever Leader Holdings Limited, a company incorporated under the laws of Hong Kong SAR ("Ever Leader") and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
TECHNICAL CONSULTANCY AGREEMENTTechnical Consultancy Agreement • June 15th, 2007 • Benda Pharmaceutical, Inc. • Pharmaceutical preparations • Delaware
This TECHNICAL CONSULTANCY AGREEMENT (the “Agreement”), entered into as of June 11, 2007, between Benda Pharmaceutical, Inc. (“Benda”), a corporation organized under the laws of Delaware of the United States, and Huimin Zhang (the “Consultant”).
FINANCIAL CONSULTANCY AGREEMENTFinancial Consultancy Agreement • April 6th, 2007 • Benda Pharmaceutical, Inc. • Pharmaceutical preparations • Delaware
This FINANCIAL CONSULTANCY AGREEMENT (the “Agreement”), entered into as of April [ ], 2007, between Benda Pharmaceutical, Inc. (“Benda”), a corporation organized under the laws of Delaware of the United States, and Super Pioneer International Limited (“Super”).
January 2, 2008 Mr. Wan Yi (Charles) Qing Room 16, Floor 25, Sunny New World Tower No. 231 Xin Hua Road Jianghan District Wuhan, Hu Bei PRC 430015 Dear Charles:Benda Pharmaceutical, Inc. • January 11th, 2008 • Pharmaceutical preparations • New York
Benda Pharmaceutical, Inc., a company incorporated in Cayman Islands with its office at Room 16, Floor 25, Sunny New World Tower, No. 231 Xin Hua Road, Jianghan District, Wuhan, Hu Bei, PRC, Post Code:430015 (hereinafter referred to as the ‘Company’), and
MAKE GOOD AGREEMENTMake Good Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
MAKE GOOD AGREEMENT dated November 15, 2006 (the "Agreement"), by and among Keating Securities, LLC, a Delaware limited liability company, as the authorized agent of the Investors (as defined below) (the "Investor Agent"), Applied Spectrum Technologies, Inc., a Delaware corporation, and its current and future subsidiaries (collectively, "Applied Spectrum"), Ever Leader Holdings Limited, a company incorporated under the laws of Hong Kong SAR, and its direct and indirect subsidiaries (collectively, the "Company"), Mr. Yiqing Wan and Ms. Wei Xu, as individuals (collectively, the "XIA Shareholders") and Moveup Investments Limited, a company organized under the laws of the British Virgin Islands ("Moveup" and together with the XIA Shareholders, the "Depositors"). This Agreement shall become effective upon the execution thereof by all parties.
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
ESCROW AGREEMENT, dated November 15, 2006 (the "Agreement"), by and among Keating Securities, LLC, a Delaware limited liability company, as the authorized agent of the Investors (as defined below) (the "Investor Agent"), Applied Spectrum Technologies, Inc., a Delaware corporation, and its current and future subsidiaries (collectively, "Applied Spectrum"), Ever Leader Holdings Limited, a company incorporated under the laws of Hong Kong SAR, and its direct and indirect subsidiaries (collectively, the "Company" and together with the Investor Agent and Applied Spectrum, the "Third Parties"), Mr. Yiqing Wan and Ms. Wei Xu, as individuals (collectively, the "XIA Shareholders"), Moveup Investments Limited, a company organized under the laws of the British Virgin Islands ("Moveup", and together with the XIA Shareholders, the "Depositors") and Computershare Trust Company, Inc., the transfer agent for Applied Spectrum (the "Escrow Agent").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 17th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of November 15, 2006, by and among Applied Spectrum Technologies, Inc., a Delaware corporation, with headquarters located at 936A Beachland Boulevard, Suite 13, Vero Beach, Florida 32963 (the "Company"), Ever Leader Holdings, Limited, a company incorporated under the laws of Hong Kong SAR ("Ever Leader") and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
Co-operative Agreement on Yanlong Anticancer Ordal LiquidOperative Agreement • January 23rd, 2008 • Benda Pharmaceutical, Inc. • Pharmaceutical preparations
Based on the principle of equality and mutual benefits, Party A and Party B have reached the following agreements after negotiation regarding the matter of cooperation on Yanlong Anticancer Oral Liquid which is developed by Party B for more than 40 years:
The science and technology cooperation agreement between College of Chemistry and Life Science of China Three Gorges University and Yidu Benda: Party A: China Three Gorges University (Party A for short in the following) Party B: Yidu Benda Chemical...Benda Pharmaceutical, Inc. • January 23rd, 2008 • Pharmaceutical preparations
To increase the science and technology progress of Yidu Benda Chemical Engineering, Inc. (“Yidu Benda”), to improve the quality of its products and its production efficiency, and to fully make use of scientific intelligence, technologies and experimental equipments of College of Chemistry and Life Science of China Three Gorges University (“University”), after negotiation, the two parties decided to cooperatively build a “drug raw material research and development group”. The concrete agreements are as follows:
INVESTMENT AGREEMENTInvestment Agreement • April 6th, 2007 • Benda Pharmaceutical, Inc. • Pharmaceutical preparations • New York
INVESTMENT AGREEMENT (the "Agreement"), dated as of April 5, 2007, by and among Benda Pharmaceutical, Inc., a Delaware corporation, with headquarters located at Changjiang Tower, 23rd Floor, No.1 Minquan Road, Wuhan, Hubei Province, People’s Republic of China (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
