EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT ----------------------------- LAURUS MASTER FUND, LTD.Securities Purchase Agreement • November 22nd, 2005 • AdAl Group Inc. • Non-operating establishments • New York
SHARE EXCHANGE AGREEMENT BY AND AMONG SUNNINGDALE, INC., THE STOCKHOLDERS OF ADVANCED ALUMINIUM GROUP, LTD., ADVANCED ALUMINIUM GROUP, LTD.,Share Exchange Agreement • November 1st, 2004 • Sunningdale, Inc. • Non-operating establishments • Delaware
RECITALSVoting Agreement • October 28th, 2004 • Sunningdale, Inc. • Non-operating establishments • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Warrant Agreement • July 6th, 2005 • AdAl Group Inc. • Non-operating establishments • New York
Exhibit 2.2 Keating Securities, LLC 5251 DTC Parkway, Suite 1090 Greenwood Village, Colorado 80111-2739 (720) 889-0131 (720) 889-0135 fax Confidential October 28, 2004 Mr. Kevin R. Keating, President Sunningdale, Inc. 645 Beachland Boulevard Vero...Financial Advisory Agreement • October 28th, 2004 • Sunningdale, Inc. • Non-operating establishments • Colorado
Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (the "Agreement") is made this 22nd day of August, 2003, by and among ESCAGENETICS CORPORATION, a Delaware corporation having its principal place of business at...Agreement and Plan of Reorganization • November 20th, 2003 • Escagenetics Corp • Non-operating establishments • New York
ARTICLE ISecured Convertible Term Note • July 6th, 2005 • AdAl Group Inc. • Non-operating establishments
EXHIBIT 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO...Secured Term Note • November 22nd, 2005 • AdAl Group Inc. • Non-operating establishments • New York
Exhibit 2.1 MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT dated February 29, 2004 (the "Agreement") is made and entered into by and among Krystal Digital Corporation (formally known as ESCAgenetics Corporation), a Delaware corporation...Mutual Termination Agreement • March 11th, 2004 • Krystal Digital Corp • Non-operating establishments • Colorado
EXHIBIT 10.3 REAFFIRMATION AND RATIFICATION AGREEMENT ----------------------------------------Reaffirmation and Ratification Agreement • November 22nd, 2005 • AdAl Group Inc. • Non-operating establishments • New York
SHARE SALE & PURCHASE AGREEMENT relating to Guilform Holdings LimitedShare Sale & Purchase Agreement • February 11th, 2005 • AdAl Group Inc. • Non-operating establishments
