ContractSecurities Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 7, 2007, among Equicap, Inc., a Nevada corporation, and all predecessors thereto (collectively, the “Company”), Usunco Automotive Limited, a British Virgin Islands corporation (“Usunco”), Usunco’s 75% owned subsidiary, Zhejiang Zhongchai Machinery Co., Ltd., a corporation organized under the laws of the People’s Republic of China (“Zhongchai”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of March 7, 2007, is by and among Equicap, Inc., a Nevada corporation (the “Parent”), Usunco Automotive Limited, a British Virgin Islands company (the “Company”), and the Stockholders of the Company signatory hereto (the “Stockholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • New York
This Consulting Agreement (this “Agreement”) is made as of March 7, 2007 by and between Equicap, Inc., a Nevada corporation (the “Company”) and Fountainhead Capital Partners Limited, an entity registered in Jersey (“FHCP”) (each a “Party” and collectively referred to hereafter as the “Parties”).
CONVERTIBLE NOTE CONVERSION AGREEMENTConvertible Note Conversion Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • New York
THIS CONVERTIBLE NOTE CONVERSION AGREEMENT (this “Agreement”) is made as of March 7, 2007 by and among EQUICAP, INC., a Nevada corporation (the "Company”) and FOUNTAINHEAD CAPITAL PARTNERS LIMITED, an entity registered in Jersey, the holder of the Company's Convertible Note due December 31, 2007 (the “Note”) (“Holder”).
LOCK-UP AGREEMENTLock-Up Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • New York
THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into on ________, 2007 between the stockholders set forth on the signature page to this Agreement (each, a “Holder”) and Equicap, Inc., a Nevada corporation (the “Company”).
Zhong Chai Machinery Distribution and Operation Management AgreementDistribution Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • New York
This Make Good Escrow Agreement (the “Make Good Agreement”), dated as of March 7, 2007, is entered into by and among Equicap, Inc., a Nevada corporation (the “Company”), the Investors (as defined below), Sinoquest Management Ltd. (BVI), Jason Lu, SIJ Holding Ltd, Philip Widmann, Solaris Capital Limited, Gong Chen, Ruth Kirshner and Thomas Hsu in their individual capacities (“Make Good Pledgors”), vFinance Investments, Inc. and Securities Transfer Corporation (hereinafter referred to as “Escrow Agent”).
March 7, 2007 To: Equicap, Inc. RE: Lock-Up Letter Agreement Ladies and Gentlemen:Lock-Up Letter Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • New York
This Lock-Up Letter Agreement is being delivered to you in connection with the Securities Exchange Agreement (the “SEA”), dated as of March 7, 2007 by and among Equicap, Inc. (the “Company”) and Usunco Automotive Limited and its stockholders (collectively, “Usunco”). Terms not defined herein have the meaning given them in the SEA. La Pergola Investments Limited, Fountainhead Investments, Inc., Gaha Ventures, LLC, G4, LLC and Fountainhead Capital Partners Limited (collectively, the “Holders” and each individually, a “Holder”) are the owners of shares of the Company’s Common Stock, $0.001 par value (“Common Stock”), or a Convertible Note which is convertible by its terms into shares of the Company’s Common Stock, $0.001 par value (collectively, “Holder Securities”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2007 • Equicap Inc • Non-operating establishments • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of _____, 2007, by and among Equicap, Inc., a Nevada corporation (the “Company”), the investors signatory hereto (each an “Investor” and collectively, the “Investors”), vFinance Investments, Inc., as placement agent (“vFinance”) and the shell holders specified on Schedule A hereto (each a “Shell Holder” and collectively, the “Shell Holders”).
