SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 9, 2007, by and among Wentworth II, Inc., a Delaware corporation, and all predecessors thereto (collectively, the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
OMNIALUO, INC. COMMON STOCK PLACEMENT AGENT WARRANTWentworth Ii Inc • October 15th, 2007 • Blank checks • New York
Wentworth II, Inc., a Delaware corporation (the “Company”) which will change its corporate name to OmniaLuo, Inc., hereby certifies that, for value received, Keating Securities, LLC, or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 492,000 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.5625 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time from the Closing Date and through and including the date that is the earliest of (i) five years from the date of issuance hereof, or (ii) cancellation of this Warrant pursuant to Section 4(c) hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is issued pursuant to that certain Placement Agreement, dated as of September 14, 2007 by and amon
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of October 9, 2007, by and among Wentworth II, Inc., a Delaware corporation (the "Company"), and the investors signatory hereto (each an "Investor" and collectively, the "Investors").
OMNIALUO, INC. WARRANT TO PURCHASE COMMON STOCKWentworth Ii Inc • October 15th, 2007 • Blank checks
This certifies that ______, ___________ and existing under the laws of _______ or any of its assigns (collectively the “Holders”), for value received, are collectively amongst themselves entitled to purchase from Wentworth II, Inc., a Delaware corporation (the “Company”) which will change its name to OmniaLuo, Inc., having an address for receipt of notices under this Warrant at Room 101, Building E6, Huaqiaocheng, East Industrial Park, Nanshan District, Shenzhen, 518053, The People’s Republic of China, up to __________ fully-paid shares of common stock, $0.01 par value per share (the “Common Stock”) of the Company (the “Warrant Shares”), at an exercise price equal to $1.25 per share (as adjusted from time to time as provided in Section 3 hereof, the “Exercise Price”) at any time or from time to time commencing from the date of the initiation of quotation of the Common Stock on the OTC Bulletin Board or listing of the Common Stock on NASDAQ (the first such event being referred to herein
FIRST AMENDMENT AGREEMENT (JAIC - CROSBY)First Amendment Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • Hong Kong
This FIRST AMENDMENT AGREEMENT (this “Amendment”) is entered into as of this 4th day of October, 2007 by and among Omnia Luo Group Limited, a British Virgin Islands company (the “Company”), Luo Zheng (PRC Identity Card No. 420102700621032) (the “Guarantor”), and JAIC-CROSBY Greater China Investment Fund Limited, a Cayman Islands company (the “Group A Preferred Share Investor” or a “Shareholder”). The Group A Preferred Share Investor and the other holders of the Company’s Preferred Shares (as such term is defined herein), who shall be signatories to a parallel amendment to the Original Agreements (as defined below) relating to those holders’ rights under the Original Agreements, are each a “Shareholder” and, collectively, the “Shareholders.”
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • Delaware
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of October 9, 2007, is by and among WENTWORTH II, INC., a Delaware corporation (the “Parent”), the stockholders of the Parent signatory hereto (the “Parent Principal Stockholders”), OMNIA LUO GROUP LIMITED., a British Virgin Islands company (the “Company”), and the Shareholders of the Company signatory hereto (the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
OMNIALUO, INC. AGREEMENT WITH PRINCIPAL SHAREHOLDER, CHIEF EXECUTIVE OFFICER AND DIRECTORAgreement With Principal • October 15th, 2007 • Wentworth Ii Inc • Blank checks • Delaware
THIS AGREEMENT (the “Agreement”) is made as of the 9th day of October, 2007 and is by and between Wentworth II, Inc, a Delaware corporation which will change its corporate name to OmniaLuo, Inc. (hereinafter referred to as “Company”) and Zheng Luo (hereinafter referred to as the “CEO”).
LOCK-UP AGREEMENTLock-Up Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • New York
THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into on October 9, 2007 between the stockholders set forth on the signature page to this Agreement (each, a "Holder") and Wentworth II, Inc., a Delaware corporation (the "Company").
FIRST AMENDMENT AGREEMENT (all non-Group A Preferred Share Investor Shareholders)First Amendment Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • Hong Kong
This FIRST AMENDMENT AGREEMENT (this “Amendment”) is entered into as of this 4th day of October, 2007 by and among Omnia Luo Group Limited, a British Virgin Islands company (the “Company”), Luo Zheng (PRC Identity Card No. 420102700621032) (the “Guarantor”), and certain holders of the Company’s Preferred Shares (as such term is defined herein) who are signatories to this Amendment (each a “Shareholder” and, collectively, the “Shareholders”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 15th, 2007 • Wentworth Ii Inc • Blank checks • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 9, 2007 (this “Agreement”), by and between Omnia Luo Group Limited, a British Virgin Islands company (the “Assignor”), and Wentworth II, Inc., a Delaware Corporation (the “Assignee”).
