ContractWarrant Agreement • August 15th, 2007 • Rx Staffing, Inc. • Services-help supply services • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2007 • Rx Staffing, Inc. • Services-help supply services • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of August 9, 2007, by and among Jpak Group, Inc., a Nevada corporation (f/k/a Rx Staffing, Inc., the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").
Working Capital Loan ContractWorking Capital Loan Contract • August 15th, 2007 • Rx Staffing, Inc. • Services-help supply services
The Borrower applies for the loan from the Lender as the demand showing in the ARTICLE 2.1 of this contract. The Lender agreed to grand the loan to The Borrower. According to 《Contract Law》ô 《Lending General Provisions 》and other relevant laws and regulations, the two parties have executed this Contract through au pair negotiation, in order to define the rights and obligations of the two parties.
ContractWarrant Agreement • August 15th, 2007 • Rx Staffing, Inc. • Services-help supply services • New York
THIS WARRANT AND THE (I) SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK, (II) SERIES C WARRANTS AND (III) SERIES D WARRANTS 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.
JOINDER AGREEMENTJoinder Agreement • August 15th, 2007 • Rx Staffing, Inc. • Services-help supply services • New York
This Joinder Agreement (the “Joinder Agreement”) is made as of August 9, 2007 by the undersigned, Jpak Group, Inc., a Nevada corporation, and delivered pursuant to Section 8.10 of the Note Purchase Agreement, dated as of May 17, 2007 (the “Note Purchase Agreement”), by and among Jpak Group Co., Ltd., a company organized under the laws of the Cayman Islands (the “Company”), Grand International Industrial Limited, a company organized under the laws of Hong Kong (“Grand International”), and each investor identified on the signature pages thereto (individually, an “Investor” and, collectively, the “Investors”), and is made in consideration of and pursuant to such Note Purchase Agreement. All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 15th, 2007 • Rx Staffing, Inc. • Services-help supply services • New York
NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 17, 2007, is by and among Jpak Group Co., Ltd., a company organized under the laws of the Cayman Islands (the “Company”), Grand International Industrial Limited, a company organized under the laws of Hong Kong (“Grand International”), and each investor identified on the signature pages hereto (individually, an “Investor” and, collectively, the “Investors”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • August 15th, 2007 • Rx Staffing, Inc. • Services-help supply services • New York
LOCK-UP AGREEMENTLock-Up Agreement • August 15th, 2007 • Rx Staffing, Inc. • Services-help supply services • New York
THIS LOCK-UP AGREEMENT (this "Agreement") is dated as of August 9, 2007 by and among Jpak Group, Inc., a Nevada corporation (f/k/a Rx Staffing, Inc., the "Company"), and the shareholders of the Company listed on Schedule A attached hereto (collectively, the "Shareholders").
Working Capital Loan Contract QINGDAO CITY COMMERCIAL BANKWorking Capital Loan Contract • August 15th, 2007 • Rx Staffing, Inc. • Services-help supply services
The Borrower applies for the loan from the The Lender as the working capital turnover. The Lender agreed to grand the loan to The Borrower. According to the relevant laws and regulations, the two parties have executed this Contract through au pair negotiation, in order to define the rights and obligations of the two parties.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • August 15th, 2007 • Rx Staffing, Inc. • Services-help supply services • New York
THIS SECURITIES ESCROW AGREEMENT (the “Agreement”), dated August 9, 2007, is entered into by and among Jpak Group, Inc., a Nevada corporation (f/k/a Rx Staffing, Inc., the “Company”), Vision Opportunity Master Fund, Ltd., a Cayman Islands company (“Vision”), QVT Fund LP, a Cayman Island limited partnership (“QVT”), Quintessence Fund L.P., a Cayman Island limited partnership (“Quintessence”, and together with Vision and QVT, the “Purchasers”), certain stockholders of the Company set forth on Schedule A (the “Principal Stockholders”), and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”).
