EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2010 • Allstar Restaurants • Retail-eating places • New York
This employment agreement (this "Agreement"), dated as of January 1, 2010 (the "Effective Date"), is made by and between China Qinba Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Tao Lei (the "Executive") (each, a "Party" and together, the "Parties").
WarrantWarrant Agreement • February 19th, 2010 • Allstar Restaurants • Retail-eating places
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS") AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 19th, 2010 • Allstar Restaurants • Retail-eating places • Nevada
THIS AGREEMENT WITNESSETH that in consideration of the covenants, agreements, warranties and payments herein set forth and provided for, the parties hereto respectively covenant and agree as follows:
EXCLUSIVE OPTION AGREEMENT AMONG XI’AN PHARMACEUTICALS DEVELOPMENT CO., LTD AND THE SIXTEEN PERSONS INCLUDING WANG GUOZHU XI’AN QINBA PHARMACEUTICALS CO., LTD 28, October, 2008 CHINAExclusive Option Agreement • February 19th, 2010 • Allstar Restaurants • Retail-eating places
Party A: Xi’an Pharmaceuticals Development Co., Ltd. Registered Address: Room C901, 16 Gaoxin 1 Rd., Xi’an High-Tech Zone, Xi’an, Shaanxi , Legal Representative: Chen Ying
Xi’an Qinba Pharmaceuticals Co., Ltd. The shareholders of Xi’an Qinba Pharmaceuticals Co., Ltd. and Xi’an Pharmaceuticals Development Co., Ltd. Agreement on Entrustment for Operation and Management Agreement on Entrustment for Operation and ManagementAgreement on Entrustment for Operation and Management • February 19th, 2010 • Allstar Restaurants • Retail-eating places
INVESTOR RELATIONS SERVICES AGREEMENTInvestor Relations Services Agreement • February 19th, 2010 • Allstar Restaurants • Retail-eating places • New York
WHEREAS, the Company is in need of assistance in the public company sector including advising on and with respect to investor relations services to be provided by Agency to China Qinba Pharmaceuticals, Inc.
SHELL REFERRAL AGREEMENTShell Referral Agreement • February 19th, 2010 • Allstar Restaurants • Retail-eating places • Delaware
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 19th, 2010 • Allstar Restaurants • Retail-eating places • Nevis
WHEREAS, the Company is in need of assistance in the public company sector including advising on a merger/acquisition transaction, NASDAQ and Hong Kong Stock Exchange listing applications, SEC filings including but not limited to, Form 8-K, Registration Statement support;
Purchase Contract of Medicine MaterialsPurchase Contract • February 19th, 2010 • Allstar Restaurants • Retail-eating places
The parties hereto, in accordance with Contract Law of the People's Republic of China, through amicable negotiations, sign this contract.
Wang Guozhu Zhang Guiping Yan Weidong Zhang Yong Xing Xiu’e Xu Yong Wang Wei Gao Xiling Guo Chenglin Wu Weiping Bai Rong Wu Jin Ding Zhibo Pu Feng Guan Zheng Yang Aifang and Xi’an Pharmaceuticals Development Co., Ltd. Agreement on Share PledgeAgreement on Share Pledge • February 19th, 2010 • Allstar Restaurants • Retail-eating places
Purchase Contract of Medicine Packaging MaterialsPurchase Contract • February 19th, 2010 • Allstar Restaurants • Retail-eating places
The parties hereto, in accordance with Contract Law of the People's Republic of China, through amicable negotiations, sign this contract.
MERGER AGREEMENT ANDMerger Agreement • February 19th, 2010 • Allstar Restaurants • Retail-eating places • Nevada
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 12, 2010 (this “Agreement”) by and among Allstar Restaurants, a Nevada corporation (“Parent”), Allstar Acquisitions Co., a Delaware corporation which is a wholly owned subsidiary of Parent (“Acquisition Subsidiary”) and China Qinba Pharmaceuticals, Inc., a Delaware corporation (“DE Qinba”); Terry G. Bowering (the “Parent Controlling Shareholder), and Guozhu Wang, Guiping Zhang, Xiu’e Xing, Yong Xu, XiLing Gao, Xianhong Xue, Congge Wei and Xiulan Kang (“Guozhu Wang and together with Guiping Zhang, Xiu’e Xing, Yong Xu, XiLing Gao, Xianhong Xue, Congge Wei and Xiulan Kang, constituting the “Majority Qinba Shareholders”).
