REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2007 • Long-E International, Inc. • Aircraft • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 29, 2006, by and among Inncardio, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
ContractWarrant Agreement • January 8th, 2007 • Long-E International, Inc. • Aircraft • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 8th, 2007 • Long-E International, Inc. • Aircraft
AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 8th, 2007 • Long-E International, Inc. • Aircraft
THIS AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of the December 29, 2006 (this "Amendment"), is by and among Inncardio, Inc., a Utah corporation (the “Company”); Long-e International Group Co., Ltd., a British Virgin Islands corporation (“Long-e”); and all of the shareholders of Long-e, each of whom has executed a counterpart signature page to this Agreement (each, a “Shareholder” and collectively, the “Shareholders”). The Company, Long-e and the Shareholders are collectively referred to herein as the “Parties”. Terms not defined in this Amendment shall have such meanings as set forth in the Agreement (as defined below).
Long-e International Group Co., Ltd. NOTE AND WARRANT PURCHASE AGREEMENT September 22, 2006Note and Warrant Purchase Agreement • January 8th, 2007 • Long-E International, Inc. • Aircraft • California
THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of September 22, 2006, by and among Long-e International Group Co., Ltd., a British Virgin Islands corporation (the “Company”), and the lenders (each individually a “Lender,” and collectively the “Lenders”) named on the Schedule of Lenders attached hereto (the “Schedule of Lenders”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2007 • Long-E International, Inc. • Aircraft • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 29th day of December, 2006 by and among Inncardio Inc. (OTCBB: ICDO), a Utah corporation (“ICDO and/or the “Company”), Long-E International Group Co., Ltd., a company organized under the laws of the British Virgin Islands (“Long-E”) and the investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
SECURITY AGREEMENTSecurity Agreement • January 8th, 2007 • Long-E International, Inc. • Aircraft • California
This Security Agreement is dated as of September 22, 2006 (the “Agreement”) by and among Long-e International Group Co., Ltd., a British Virgin Islands corporation (the “Borrower” or the “Company”), with its primary place of business at Akara Bldg. 24 De Castro Street Wickhams Cay 1, Road Town Tortola, British Virgin Islands, and the parties listed on Schedule A hereto (collectively, the “Secured Parties”), which parties are also parties to that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”) of even date herewith by and among the Company and the Secured Parties.
