Newstate Holdings Inc Sample Contracts

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AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • July 21st, 1999 • Racom Systems Inc • Semiconductors & related devices • New York
COMMON STOCK PURCHASE AGREEMENT By and Among OCEAN STRATEGIC HOLDINGS LIMITED ZEBRA STRATEGIC HOLDINGS LIMITED (the "Purchasers")
Common Stock Purchase Agreement • July 21st, 1999 • Racom Systems Inc • Semiconductors & related devices • New York
EMPLOYMENT AGREEMENT
Employment Agreement • June 29th, 2000 • Newstate Holdings Inc • Semiconductors & related devices
RECITALS
Joint Venture Agreement • December 20th, 1996 • Racom Systems Inc
RECITALS
Technology License Agreement • December 20th, 1996 • Racom Systems Inc
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 29th, 2001 • Newstate Holdings Inc • Semiconductors & related devices

This Agreement made on December 1, 2000 between NewState Capital Co., Ltd., a corporation duly organized and existing under the laws of the Republic of Korea and having its principal place of business at 837-26 Yoksam-Dong, Kangnam-Gu, Seoul (hereinafter referred to as the “Transferee”) and Suk Cho Kang and other shareholders whose names appear on the attached Exhibit “A” (hereinafter referred to as the “Transferor” or “Transferors” collectively)

RECITALS
Assignment and Security Agreement • December 20th, 1996 • Racom Systems Inc • Colorado
UNDERWRITING AGREEMENT 1,500,000 UNITS
Underwriting Agreement • December 20th, 1996 • Racom Systems Inc • Colorado
ADDITIONAL AGREEMENT (For Prepayment Penalty)
Additional Agreement • June 29th, 2000 • Newstate Holdings Inc • Semiconductors & related devices
WITNESSETH THAT:
Cooperative Agreement • December 20th, 1996 • Racom Systems Inc • California
CREDIT TRANSACTION AGREEMENT (For Corporations)
Credit Transaction Agreement • July 14th, 2000 • Newstate Holdings Inc • Semiconductors & related devices
AGENCY AGREEMENT
Agency Agreement • June 29th, 2001 • Newstate Holdings Inc • Semiconductors & related devices

This Agreement is made on the 27th day of December, 2000 between NewState Second Mortgage SPC (hereinafter referred to as the “Principal”) and H&CB (hereinafter referred to as the “Agent”) for the purpose of entrusting certain business operations of the Principal to the Agent in accordance with Article 23 of the Asset Liquidation Law (the “Law”).

AMENDMENT TO
Technology License Agreement and Supply Agreement • December 20th, 1996 • Racom Systems Inc
ASSET MANAGEMENT AGREEMENT
Asset Management Agreement • June 29th, 2001 • Newstate Holdings Inc • Semiconductors & related devices

This Agreement is made on the 28th day of February, 2001 between NewState Third Mortgage SPC (hereinafter referred to as the “Principal”) and NewState Capital Co., Ltd. (hereinafter referred to as the “Asset Manager”) for the purpose of management, operation and disposition of the liquidation assets (as defined hereinbelow) which will be transferred to the Principal in accordance with the asset transfer agreement to be executed between the Principal and the Asset Manager.

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WARRANT TO PURCHASE 150,000 Units
Racom Systems Inc • December 20th, 1996
AND AMERICAN SECURITIES TRANSFER, INC. Warrant Agent
Warrant Agreement • December 20th, 1996 • Racom Systems Inc • Colorado
UNDERWRITING AGREEMENT
Underwriting Agreement • July 14th, 2000 • Newstate Holdings Inc • Semiconductors & related devices
RECITALS
Technology License Agreement • December 20th, 1996 • Racom Systems Inc
UNDERWRITING AGREEMENT
Underwriting Agreement • June 29th, 2000 • Newstate Holdings Inc • Semiconductors & related devices
ARTICLE THREE REPRESENTATIONS AND WARRANTIES ------------------------------ OF RACOM --------
Stock Purchase Agreement • December 20th, 1996 • Racom Systems Inc • California
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