Exhibit 10.1 SUBSCRIPTION AGREEMENT Las Vegas Resorts Corporation 211 West Wall Street Midland, Texas 79701-4556 Ladies and Gentlemen: The undersigned subscriber ("Subscriber") hereby tenders this Subscription Agreement (this "Agreement") in...Subscription Agreement • November 4th, 2005 • Las Vegas Resorts Corp • Blank checks • Texas
Exhibit 10.2 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (this "Agreement") is entered into this 4th day of November, 2005, between Las Vegas Resorts Corporation, a Nevada corporation (the "Company"), and Glenn A. Little("Little"). WHEREAS, the Company has...Exchange Agreement • November 4th, 2005 • Las Vegas Resorts Corp • Blank checks
1,380,000 Shares WINNER MEDICAL GROUP INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • April 28th, 2010 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 11th, 2006 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies • Nevada
This INDEMNIFICATION AGREEMENT, dated as of the 8th day of May 2006 is made by and between WINNER MEDICAL GROUP INC., a Nevada corporation (the "Company"), and Dr. Horngjon Shieh, an officer or director of the Company (the “Indemnitee”).
WINNER MEDICAL GROUP INC. INDEPENDENT DIRECTOR’S CONTRACTIndependent Director's Contract • January 4th, 2012 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies • Nevada
THIS AGREEMENT (The “Agreement”) is made as of the 3rd day of January, 2012 and is by and between Winner Medical Group Inc., a Nevada corporation (hereinafter referred to as “Company”) and Wenzhao Liang (hereinafter referred to as “Director”).
FORM OF SUBORDINATED INDENTURE by and between WINNER MEDICAL GROUP INC. as Issuer, and as Trustee Dated as of ______________Subordinated Indenture • March 3rd, 2010 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”), up to such principal amount as may from time to time be authorized in or pursuant to one or more resolutions of the Board of Directors or by supplemental indenture.
FORM OF SENIOR INDENTURE by and between WINNER MEDICAL GROUP INC. as Issuer, and as Trustee Dated as of ______________Senior Indenture • March 3rd, 2010 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”), up to such principal amount as may from time to time be authorized in or pursuant to one or more resolutions of the Board of Directors or by supplemental indenture.
Loan ContractLoan Agreement • December 19th, 2005 • Las Vegas Resorts Corp • Blank checks
Whereas Party B has applied to Party A for working capital loan for the purpose of turnover of working capital (the "Loan") and, upon examinations, Party A has agreed to grant the Loan to Party B. Parties A and B, after thorough negotiations, hereby enter into this Contract subject to the following terms and conditions and in accordance with relevant laws and regulations:
Working Capital Loan ContractWorking Capital Loan Contract • December 19th, 2005 • Las Vegas Resorts Corp • Blank checks
Whereas Party A has applied to Party B for a loan for the purpose as specified in Clause 2.1 of this Contract and Party B agrees to provide such loan to Party A. After friendly negotiations, the Parties enter into this Contract subject to the following terms and in accordance with relevant laws and regulations:
English Translation of Employment AgreementEmployment Agreement • December 19th, 2006 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies
In accordance with the Labor Law of People's Republic of China (“PRC”) and relevant laws and regulations, both Parties have reached the following agreement pursuant to the principles of equality, free will and mutual negotiation:
AGREEMENT AND PLAN OF MERGER by and among WINNER HOLDING LIMITED, WINNER ACQUISITION, INC, and winner medical group inc.Merger Agreement • July 25th, 2012 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies • Nevada
AGREEMENT AND PLAN OF MERGER, dated as of July 24, 2012 (this "Agreement"), by and among Winner Holding Limited, a Cayman Islands exempted company with limited liability ("Parent"), Winner Acquisition, Inc., a Nevada corporation and a wholly owned, direct subsidiary of Parent ("Merger Sub"), and Winner Medical Group Inc., a Nevada corporation (the "Company" and, together with Parent and Merger Sub, the "Parties").
IRREVOCABLE LETTER OF GUARANTEE WITHIN MAXIUM AMOUNTIrrevocable Letter of Guarantee • December 19th, 2005 • Las Vegas Resorts Corp • Blank checks
The Bank and Winner Industries (Shenzhen) Co., Ltd. (the "Facility Applicant") have entered into a Credit Facility Agreement (Contract No.: Year 2005 Shang Zi No. 0005475013) on June 27th 2005, pursuant to which the Bank would grant facilities of up to the aggregate amount of RMB 25,000,000 yuan (or the equivalent amount of foreign currencies) (the "Facility") to the Facility Applicant during the availability period of the Facility commencing from July 12th 2005 to July 12th 2006 (the "Availability Period").
English Translation of Employment AgreementEmployment Agreement • December 9th, 2008 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies
In accordance with the Labor Law of People's Republic of China (“PRC”) and relevant laws and regulations, both Parties have reached the following agreement pursuant to the principles of equality, free will and mutual negotiation:
English Translation of Loan ContractLoan Contract • December 19th, 2006 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies
Whereas Party B has applied to Party A for working capital loan for the purpose of turnover of working capital (the "Loan") and, upon examinations, Party A has agreed to grant the Loan to Party B. Parties A and B, after thorough negotiations, hereby enter into this Contract subject to the following terms and conditions and in accordance with relevant laws and regulations:
Factory Lease AgreementFactory Lease Agreement • December 19th, 2005 • Las Vegas Resorts Corp • Blank checks
Party A and Party B have reached the following agreement concerning the lease of the factory in Silicon Valley Power & Automobile Electronic Pioneer Park through friendly negotiation:
Working Capital Loan ContractWorking Capital Loan Contract • December 19th, 2005 • Las Vegas Resorts Corp • Blank checks
Whereas Party A has applied to Party B for a loan for the purpose as specified in Clause 2.1 of this Contract and Party B agrees to provide such loan to Party A. After friendly negotiations, the Parties enter into this Contract subject to the following terms and in accordance with relevant laws and regulations:
SUBSCRIPTION AGREEMENTSubscription Agreement • March 1st, 2006 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies
The undersigned subscriber (“Subscriber”) hereby tenders this Subscription Agreement (this “Agreement”) in accordance with and subject to the terms and conditions set forth herein:
English Translation of Loan ContractLoan Contract • December 19th, 2006 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies
English Translation of Mortgage Contract of Maximum AmountMortgage Contract • December 19th, 2006 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies
Whereas: The Debtor and the Mortgagee have entered into a serial of Loan Contracts (hereinafter referred to as “Loan Contracts”) within the period and under the maximum amount as stipulated in Clause I of this Contract. The Mortgagor undertakes to provide security for the indebtedness of the Debtor under the Loan Contracts. In accordance with relevant PRC laws and regulations and through friendly negotiation, the Parties agree to enter into this Contract:
English Translation of Credit Facility AgreementCredit Facility Agreement • December 19th, 2006 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies
In consideration of Party B’s application, Party A has agreed to grant to Party B a facility of up to the aggregate amount of RMB 40,000,000 yuan (or the equivalent amount of foreign currencies). Party A and Party B, after thorough negotiations, hereby enter into this Agreement subject to the following terms and in accordance with the relevant laws and regulations.
Extension Loan AgreementExtension Loan Agreement • December 19th, 2005 • Las Vegas Resorts Corp • Blank checks
Party A fails to repay the loan amount of the Loan Contract numbered Gong Yin Shen Duan Jie Longhua Zi 2004 Nian No. 064 (“Original Loan Contract”) entered with Party B. Party A applied in writing to Party B on September 1st 2005 for extension of the Loan.
MORTGAGE CONTRACT OF MAXIMUM AMOUNTMortgage Contract • December 19th, 2005 • Las Vegas Resorts Corp • Blank checks
Party A and Party B, being the Facility Applicant, have entered into a Credit Facility Agreement (Contract No.: Year 2005 Shang Zi No. 0005475013) on June 27th 2005, pursuant to which Party A agrees to grant to Party B a comprehensive facility of up to RMB 25,000,000 yuan (the “Facility”) during the term of the Facility commencing from the July 12th 2005 to July 12th 2006 (the “Availability Period”).
VOTING AGREEMENTVoting Agreement • July 25th, 2012 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
VOTING AGREEMENT, dated as of July 24, 2012 (this “Agreement”), by and between Winner Medical Group Inc., a Nevada corporation (the “Company”), Winner Holding Limited, a Cayman Islands exempted company (“Parent”) and the stockholders of the Company listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
Mortgage Contract of Maximum AmountMortgage Contract of Maximum Amount • December 19th, 2005 • Las Vegas Resorts Corp • Blank checks
Whereas: Winner Medical & Textiles Ltd. Jingmen (hereinafter also referred to as “Debtor”) and the Mortgagee have entered into a serial of Loan Agreements (hereinafter referred to as “Loan Agreements”) with the loan period from June 11th 2004 to June 10th 2007 and under the maximum amount of RMB Four Million Nine Hundred Thousand Yuan Only. The Mortgagor undertakes to provide security to secure the indebtedness of the Debtor under the Loan Agreements. In accordance with relevant PRC laws and regulations and through friendly negotiation, the Parties agree to enter into this Contract:
THIS FIRST AMENDMENT TO THE CONTRIBUTION AGREEMENT is made on December 7, 2012Contribution Agreement • December 12th, 2012 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDMENT NO. 1 TO CONSULTING AGREEMENTConsulting Agreement • June 21st, 2006 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies
AMENDMENT NO. 1 TO CONSULTING AGREEMENT, dated as of May 30, 2006 (this “Amendment”), by and among Winner Medical Group Inc. (formerly, Las Vegas Resorts Corporation), a Nevada corporation (“Winner Medical”), Winner Group Limited, a Cayman Island company (“Winner Group,” together with Winner Medical, “Winner”) and Heritage Management Consultants, Inc., a South Carolina Corporation (“Consultant”). Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in that certain Consulting Agreement, dated January 25, 2006, by and among Winner Medical, Winner Group and Consultant (the “Agreement”).
CONTRIBUTION AGREEMENTContribution Agreement • July 25th, 2012 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of July 24, 2012 by and among Glory Ray Holdings Limited, a British Virgin Islands company (“Holdco”), Winner Holding Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (“Parent”), and the stockholders of Winner Medical Group Inc., a Nevada corporation (the “Company”), listed on Schedule A (each, a “Rollover Stockholder” and collectively, the “Rollover Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
Working Capital Loan ContractWorking Capital Loan Contract • December 19th, 2005 • Las Vegas Resorts Corp • Blank checks
Whereas Party A has applied to Party B for a loan for the purpose as specified in Clause 2.1 of this Contract and Party B agrees to provide such loan to Party A. After friendly negotiations, the Parties enter into this Contract subject to the following terms and in accordance with relevant laws and regulations:
Consulting AgreementConsulting Agreement • May 15th, 2006 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Consulting Agreement (this "Agreement") is entered into as of January 25, 2006 by and among Las Vegas Resorts Corporation ("LRC"), Winner Group Limited, a holding company organized under the laws of the Cayman Islands, (the "Winner" and collectively with LRC, "Winner"), and Heritage Management Consultants, Inc., a corporation organized under the laws of South Carolina, USA (the "Consultant").
Water Supply AgreementWater Supply Agreement • December 19th, 2005 • Las Vegas Resorts Corp • Blank checks
Whereas: Party B is short of fund for its water supply channel reconstruction and it is presently supplying manufacturing and living water to Party A. Party B asks Party A for financial aid.
Guarantee Contract of Maximum AmountGuarantee Contract of Maximum Amount • December 19th, 2005 • Las Vegas Resorts Corp • Blank checks
For the purpose of ensuring the performance of obligations of the debtor of the master contract under all loan contract and other financing contract (“Master Contract”) signed by Winner Industries (Shenzhen) Co., Ltd. (“Debtor of the Master Contract”) with Party B hereto within the maximum amount loan of RMB 30,000,000 Yuan only and other financing balance in the period from September 13th, 2004 to September 12th, 2006, Party A agrees to provide guarantee for the Debtor of the Master Contract. To clarify rights and obligations of both parties, Party A and Party B, after thorough negotiations, hereby enter into this Contract in accordance with Contract Law of the People’s Republic of China (PRC), Guarantee Law of PRC and other relevant laws and regulations.
Mortgage Contract of Maximum AmountMortgage Contract • December 19th, 2005 • Las Vegas Resorts Corp • Blank checks
Whereas: Winner Medical & Textiles Ltd. Tianmen (hereinafter also referred to as “Debtor”) and the Mortgagee have entered into a serial of Loan Agreements (hereinafter referred to as “Loan Agreements”) with the loan period from August 23rd 2005 to August 22nd 2008 and under the maximum amount of RMB 20.4 Million Yuan Only. The Mortgagor undertakes to provide security to secure the indebtedness of the Debtor under the Loan Agreements. In accordance with relevant PRC laws and regulations and through friendly negotiation, the Parties agree to enter into this Contract:
Agreement For Use And Disposal Of PatentAgreement for Use and Disposal of Patent • December 19th, 2005 • Las Vegas Resorts Corp • Blank checks
Equipment Purchase ContractEquipment Purchase Contract • December 19th, 2005 • Las Vegas Resorts Corp • Blank checks
To clarify the rights and responsibilities of each party and based on the principle of free will, equality and good faithô Party A and Party B have reached the following agreement regarding the sale and purchase of one set of equipment (composed of two production lines) for 100% cotton spunlace medical gauze (the “Equipment”).
English Translation of Working Capital Loan ContractWorking Capital Loan Contract • December 19th, 2006 • Winner Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies
Whereas Party A has applied to Party B for a loan for the purpose as specified in Clause 2.1 of this Contract and Party B agrees to provide such loan to Party A. After friendly negotiations, the Parties enter into this Contract subject to the following terms and in accordance with relevant laws and regulations:
