ContractNational Realty & Mortgage Inc • June 12th, 2007 • General bldg contractors - residential bldgs • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of June 5, 2007 among NATIONAL REALTY AND MORTGAGE, INC and THE PURCHASERS LISTED ON EXHIBIT ASeries B Convertible Preferred Stock Purchase • June 12th, 2007 • National Realty & Mortgage Inc • General bldg contractors - residential bldgs • New York
This SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of June 5, 2007 by and among National Realty and Mortgage, Inc., a Nevada corporation (the “Company”), and each of the Purchasers of shares of Series B Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • June 12th, 2007 • National Realty & Mortgage Inc • General bldg contractors - residential bldgs • New York
THIS SECURITIES ESCROW AGREEMENT (the “Agreement”), dated as of June 1, 2007, is entered into by and among National Realty and Mortgage, Inc., a Nevada corporation (the “Company”), Vision Opportunity Master Fund, Ltd., a Cayman Islands company, as representative of the Purchasers (the “Purchaser Representative”), Rise Elite International Limited, a British Virgin Islands company (the “Principal Stockholder”), and Loeb & Loeb LLP, with an address at 345 Park Avenue New York, NY 10154 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2007 • National Realty & Mortgage Inc • General bldg contractors - residential bldgs • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 5, 2007, by and among National Realty and Mortgage, Inc, a Nevada corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
