COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of MILLENNIUM QUEST, INC.Millennium Quest Inc • May 9th, 2007 • Non-operating establishments
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, subject to Shareholder Approval and the Amendment Filing, and upon the other terms and limitations on exercise hereinafter set forth, at any time on or after May 3, 2007 (the “Initial Exercise Date”) and on or prior to the close of business on the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Millennium Quest, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of the Common Stock, par value $0.001 per share, of the Company (the “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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2007 • Millennium Quest Inc • Non-operating establishments • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of May 3, 2007, by and among Millennium Quest, Inc., a Delaware corporation (the "Company"), and the investors signatory hereto (each an "Investor" and collectively, the "Investors").
English Translation) Employment ContractMillennium Quest Inc • May 9th, 2007 • Non-operating establishments
According to the Labor Law of the People’s Republic of China and relevant regulations promulgated by the local government, both parties agree to sign this labor contract on the principle of equality and through amicable negotiation.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 9th, 2007 • Millennium Quest Inc • Non-operating establishments • Delaware
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of May 3, 2007, is by and among Millennium Quest, Inc., a Delaware corporation (the “Parent”), International Lorain Holding, Inc., a Cayman Islands company (the “Company”), and Mr. Hisashi Akazawa, the sole stockholder of the Company signatory hereto (the “Stockholder”). Each of the parties to this Agreement are individually referred to herein as a “Party” and collectively, as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 9th, 2007 • Millennium Quest Inc • Non-operating establishments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 3, 2007, by and among Millennium Quest, Inc., a Delaware corporation, and all predecessors thereto (the “Company”) and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). Hisashi Akazawa and Si Chen join as additional parties to this Agreement for purposes of Sections 5 and 7 only (each a “Beneficial Owner” and together the “Beneficial Owners”).
English Translation) SHANDONG GREEN FOODSTUFF CO.,LTD. Sales ContractMillennium Quest Inc • May 9th, 2007 • Non-operating establishments
The Seller and Buyer have agreed to close the following transactions according to the terms and conditions stipulated as below:
Credit Facility AgreementMillennium Quest Inc • May 9th, 2007 • Non-operating establishments
This contract is hereby concluded by and between Party A and Party B, on the principle of equality, free will and good faith and through amicable consultation in accordance with relevant laws and provisions of China.
FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • May 9th, 2007 • Millennium Quest Inc • Non-operating establishments • Shanghai
THIS FINANCIAL ADVISORY AGREEMENT (“Agreement” or “FAA”) is made and entered into on the 14th of February, 2007, by and between HFG International, Limited, a Hong Kong corporation (“HFG”), and Shan Dong Green Foodstuff Co., Ltd., a P.R.C. corporation (the “Company”).
English Translation) JUNAN HONGRUN FOODSTUFF CO., LTD. Sales ContractMillennium Quest Inc • May 9th, 2007 • Non-operating establishments
The Seller and Buyer have agreed to close the following transactions according to the terms and conditions stipulated as below:
English Translation) CONSULTING AGREEMENTConsulting Agreement • May 9th, 2007 • Millennium Quest Inc • Non-operating establishments • Shanghai
This Consulting Agreement (this "Agreement") is entered into as of March 8, 2007 by and between the International Lorain Holding Inc. a holding company organized under the laws of the Cayman Islands, (”Lorain"), and Heritage Management Consultants, Inc., a corporation organized under the laws of South Carolina, USA (“Heritage” or "the "Consultant").
CANCELLATION AND ESCROW AGREEMENTCancellation and Escrow Agreement • May 9th, 2007 • Millennium Quest Inc • Non-operating establishments • New York
CANCELLATION AND ESCROW AGREEMENT, dated May 3, 2007 (this “Agreement”), by and among, MILLENNIUM QUEST, INC., a Delaware corporation (the “Company”), Halter Financial Investments, L.P., a Texas limited partnership (“HFI”), Halter Financial Group, L.P., a Texas limited partnership (“HFG”), and Securities Transfer Corporation, as escrow agent (“Escrow Agent”).
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • May 9th, 2007 • Millennium Quest Inc • Non-operating establishments • New York
This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of May 3, 2007, is entered into by and among Millennium Quest, Inc., a Delaware corporation (the "Company"), Sterne Agee & Leach, Inc., as agent (“Sterne”), Hisashi Akazawa and Si Chen, each in their individual capacities (each a "Make Good Pledgor" and together the "Make Good Pledgors"), and Securities Transfer Corporation, as escrow agent ("Escrow Agent").
English Translation) Cooperation Agreement for Organic Authentication of Miyun/Yanshan ChestnutMillennium Quest Inc • May 9th, 2007 • Non-operating establishments
Party B: Chestnut Cooperative Association, Lizhenzhai Village, Gaoling Town, Miyun County (hereinafter referred to as Party B)
English Translation) Equity Transfer AgreementEquity Transfer Agreement • May 9th, 2007 • Millennium Quest Inc • Non-operating establishments
English Translation) Shandong Green Foodstuff Co. Ltd. Sales ContractMillennium Quest Inc • May 9th, 2007 • Non-operating establishments
The two parties hereby enter into the following provisions through friendly consultation in accordance with the Contract Law of the People’s Republic of China:
CLOSING ESCROW AGREEMENTClosing Escrow Agreement • May 9th, 2007 • Millennium Quest Inc • Non-operating establishments • New York
Concurrently herewith the Company and Investors are entering into a Securities Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which each Investor (as defined therein) has agreed to purchase from the Company, and the Company has agreed to sell to each Investor, the number of Shares and Warrants identified therein (capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement).
OPTION AGREEMENTOption Agreement • May 9th, 2007 • Millennium Quest Inc • Non-operating establishments • New York
OPTION AGREEMENT, dated as of May 3, 2007 (this “Agreement”), by and among Mr. Si Chen, a resident and citizen of the People's Republic of China (the “Optionee”), and Mr. Hisashi Akazawa, a resident and citizen of Japan (the “Option Grantor”) relating to shares of stock of Millennium Quest, Inc., a Delaware corporation (the “Company”).
