SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2007 • Long-E International, Inc. • Aircraft • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 25th day of January, 2007 by and among Long-e International, Inc., a Utah corporation (“Company”) and the investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
ESCROW AGREEMENTEscrow Agreement • January 31st, 2007 • Long-E International, Inc. • Aircraft • California
This Escrow Agreement, dated as of January 17, 2007 (this “Agreement”), is entered into by and between Long-E International, Inc., a Utah corporation, with its principal offices located at C-6F HUHAN CHUANGXIN BLOCK, KEYUAN ROAD, HI-TECH INDUSTRY ZONE, SHENZHEN GUANDONG F4 5180000 (the “Company), WestPark Capital, Inc. a Colorado corporation with its principal offices located at 1900 Avenue of The Stars, Suite 310 Los Angeles, CA 90067 (the “Placement Agent”) and Law Offices of David L. Kagel, A Professional Corporation, with offices at 1801 Century Park East, Suite 2500, Los Angeles, CA 90067 (the “Escrow Agent”).
ContractConvertible Note • January 31st, 2007 • Long-E International, Inc. • Aircraft • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2007 • Long-E International, Inc. • Aircraft • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as this 25th day of January, 2007, by and among Long-E International, Inc., a Utah corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
AMENDMENT NO. 1 TO ESCROW AGREEMENTEscrow Agreement • January 31st, 2007 • Long-E International, Inc. • Aircraft • California
This Amendment No. 1 to Escrow Agreement, dated as of January 17, 2007 (this “Agreement”), is entered into by and between Long-E International, Inc., a Utah corporation, with its principal offices located at C-6F HUHAN CHUANGXIN BLOCK, KEYUAN ROAD, HI-TECH INDUSTRY ZONE, SHENZHEN GUANDONG F4 5180000 (the “Company), WestPark Capital, Inc. a Colorado corporation with its principal offices located at 1900 Avenue of The Stars, Suite 310 Los Angeles, CA 90067 (the “Placement Agent”) and Law Offices of David L. Kagel, A Professional Corporation, with offices at 1801 Century Park East, Suite 2500, Los Angeles, CA 90067 (the “Escrow Agent”). Terms not otherwise defined herein shall have the same meaning as set forth in that Escrow Agreement dated January 17, 2007 by and among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”).
