REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2010 • Parkview Group Inc • Services-management consulting services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September __, 2010, among The Parkview Group, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT THE PARKVIEW GROUP, INC.Parkview Group Inc • November 15th, 2010 • Services-management consulting services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from The Parkview Group, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • November 15th, 2010 • Parkview Group Inc • Services-management consulting services
This Consulting Services Agreement (this “Agreement”) is dated May 26, 2010, and is entered into in Ningguo City, Anhui Province, People’s Republic of China (“PRC” or “China”) by and between Ningguo Taiyang Incubation Plant Co., Ltd. (“Party A”), and Auhui Taiyang Poultry Co., Ltd. (“Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • November 15th, 2010 • Parkview Group Inc • Services-management consulting services • New York
THIS SUBSCRIPTION AGREEMENT (this “Subscription”) has been executed by The Parkview Group, Inc., a corporation organized under the laws of the State of Delaware (hereinafter referred to as the “Company”) and the purchaser set forth in the Omnibus Signature Page (the “Signature Page”) attached hereto (the “Purchaser”) in connection with the private placement of units (the “Units”), each Unit consisting of (i) four common shares of the Company, par value $0.001 per share (the “Common Stock”), and (ii) a Warrant to purchase one share of Common Stock (the “Warrants”). Each Warrant has an exercise price of $4.00 per share of Common Stock. The Warrants will be exercisable for a period of three years from the date of issuance. The Securities being subscribed for pursuant to this Subscription have not been registered under the Securities Act. The offer of the Securities and, if this Subscription is accepted by the Company, the sale of Securities, is being made in reliance upon Section 4(2) and
PERFORMANCE MILESTONE SHARES ESCROW AGREEMENTPerformance Milestone Shares Escrow Agreement • November 15th, 2010 • Parkview Group Inc • Services-management consulting services • New York
THIS PERFORMANCE MILESTONE SHARES ESCROW AGREEMENT (this “Escrow Agreement”) is made as of the 10th day of November 2010, among The Parkview Group, Inc., a Delaware corporation (the “Company”), Laidlaw & Co. (UK) Ltd. (“Laidlaw”), on behalf of the Investors identified in the Subscription Agreement, Gersten Savage LLP, as escrow agent (“Escrow Agent”), and Firm Success International, Ltd. (the “Firm Success”).
OPTION AGREEMENTOption Agreement • November 15th, 2010 • Parkview Group Inc • Services-management consulting services
This Option Agreement (this “Agreement”) is dated May 26, 2010, and is entered into in Ningguo City, Anhui Province, People’s Republic of China (“PRC” or “China”) by and between Ningguo Taiyang Incubation Plant Co., Ltd. (“Party A”), and Auhui Taiyang Poultry Co., Ltd. (“Party B”), and the undersigned shareholders of Party B (each a “Shareholder” and collectively the “Shareholders”). Party A, Party B and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 15th, 2010 • Parkview Group Inc • Services-management consulting services • New York
This Share Exchange Agreement, dated as of November 10, 2010 (this “Agreement”), is made and entered into by and among Dynamic Ally Limited, a company incorporated in the British Virgin Islands (“Dynamic Ally”), and the shareholders of Dynamic Ally (“Dynamic Ally Shareholders”) listed on the Signature Pages for Dynamic Ally Shareholders that are attached hereto, on the one hand; and The Parkview Group, Inc., a Delaware corporation (“Pubco”), the Representative Stockholders (as hereinafter defined) and the Pubco Stockholders (as hereinafter defined), on the other hand.
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • November 15th, 2010 • Parkview Group Inc • Services-management consulting services
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated May 26, 2010, and is entered into in Ningguo City, Anhui Province, People’s Republic of China (“PRC” or “China”) by and among Ningguo Taiyang Incubation Plant Co., Ltd. (“Pledgee”), and each of the shareholders listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”) of Auhui Taiyang Poultry Co., Ltd. (“Company”). The Company is made a party to this Agreement for the purpose of acknowledging the Agreement.
Consulting AgreementConsulting Agreement • November 15th, 2010 • Parkview Group Inc • Services-management consulting services • Florida
This Consulting Agreement (the “Agreement”) is entered into this 10th day of February, 2010 by and between David A. Dodge, (“Consultant”) and Anhui Sunshine Poultry Company Ltd. (the “Company”), a corporation organized under the laws of the People’s Republic of China (“PRC”).
VOTING RIGHTS PROXY AGREEMENTVoting Rights Proxy Agreement • November 15th, 2010 • Parkview Group Inc • Services-management consulting services
This Voting Rights Proxy Agreement (the “Agreement”) is entered into in Ningguo City, Anhui Province, People’s Republic of China (“PRC” or “China”) as of May 26, 2010 by and among Ningguo Taiyang Incubation Plant Co., Ltd. (“Party A”), Auhui Taiyang Poultry Co., Ltd. (the “Company” or “Party B”), and the undersigned shareholders of Party B (the “Shareholders”). Party A, Party B and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
OPERATING AGREEMENTOperating Agreement • November 15th, 2010 • Parkview Group Inc • Services-management consulting services
This Operating Agreement (this “Agreement”) is dated May 26, 2010, and is entered into in Ningguo City, Anhui Province, People’s Republic of China (“PRC” or “China”) by and between Ningguo Taiyang Incubation Plant Co., Ltd (“Party A”), Auhui Taiyang Poultry Co., Ltd. (“Party B”), and shareholders holding 100% outstanding shares of Party B (the “Shareholders of Party B” or “Party C”). Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
GUARANTEEGuarantee • November 15th, 2010 • Parkview Group Inc • Services-management consulting services • New York
THIS GUARANTEE (the “Guarantee”) is entered into as of November 10, 2010 by FIRM SUCCESS INTERNATIONAL, LTD., a corporation incorporated under the laws of the British Virgin Islands (the “Guarantor”), in favor of LAIDLAW & CO. (UK) LTD., a corporation incorporated under the laws of the United Kingdom (“Laidlaw”), in its capacity as representative of the Investors, as hereinafter defined.
