COMMON STOCK PURCHASE WARRANT To Purchase 557,950 Shares of Common Stock of CHINA MARINE FOOD GROUP LIMITEDNew Paradigm Productions Inc • November 23rd, 2007 • Phonograph records & prerecorded audio tapes & disks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, STERNE, AGEE & LEACH, INC. (the “Holder”), is entitled upon the other terms and limitations on exercise hereinafter set forth, at any time on or after November 17, 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 New Paradigm Productions, Inc., a Nevada corporation which will change its name to China Marine Food Group Limited (the “Company”), up to 558,329 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 23rd, 2007 • New Paradigm Productions Inc • Phonograph records & prerecorded audio tapes & disks • California
This Securities Purchase Agreement (this “Agreement”) is dated as of November 17, 2007, by and among New Paradigm Productions, Inc., a Nevada corporation which will change its corporate name to China Marine Food Group Limited, and all predecessors thereto (collectively, the “Company”), Pengfei Liu, as the make good pledgor, and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
Employment AgreementEmployment Agreement • November 23rd, 2007 • New Paradigm Productions Inc • Phonograph records & prerecorded audio tapes & disks
This employment agreement (“Agreement”) is entered into at the 17th day of November, 2007 by and between New Paradigm Productions, Inc., which will change its name as China Marine Food Group Limited (“Company”), a Nevada corporation with business address at Dabao Industrial Zone, Shishi City, Fujian Province, China, and Mr. Weipeng Liu (“Executive”), a PRC citizen.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2007 • New Paradigm Productions Inc • Phonograph records & prerecorded audio tapes & disks • California
This Registration Rights Agreement (this "Agreement") is made and entered into as of November 17, 2007, by and among New Paradigm Productions, Inc., a Nevada corporation which will change its corporate name to China Marine Food Group Limited (the "Company"), and the investors signatory hereto (each an "Investor" and collectively, the "Investors").
EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2007 • New Paradigm Productions Inc • Phonograph records & prerecorded audio tapes & disks
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of July 26, 2007 (the “Effective Date”) by and between Nice Enterprise Trading H.K. Co., Ltd, a company incorporated and existing under the laws of Hong Kong (the “Company”) and Mr. Marco Hon Wai KU, an individual (the “Executive”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 23rd, 2007 • New Paradigm Productions Inc • Phonograph records & prerecorded audio tapes & disks • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”) , dated as of November 17, 2007, is by and among New Paradigm Productions, Inc. a Nevada corporation (the “Parent”), Nice Enterprises Trading H.K. Co., Ltd, a Hong Kong corporation (the “Company”), and the Shareholders as set forth in Exhibit A (the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
CLOSING ESCROW AGREEMENTClosing Escrow Agreement • November 23rd, 2007 • New Paradigm Productions Inc • Phonograph records & prerecorded audio tapes & disks • New York
Concurrently herewith the Company, Pengfei Liu, as the make good pledgor and certain 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 Units identified therein (capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement).
LOCK-UP AGREEMENTLock-Up Agreement • November 23rd, 2007 • New Paradigm Productions Inc • Phonograph records & prerecorded audio tapes & disks • California
THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into on November 17, 2007 between the undersigned, an Affiliate (defined below) and New Paradigm Productions, Inc., a Nevada corporation which will change its corporate name to China Marine Food Group Limited (the "Company").
Employment AgreementEmployment Agreement • November 23rd, 2007 • New Paradigm Productions Inc • Phonograph records & prerecorded audio tapes & disks
This employment agreement (“Agreement”) is entered into at the 17th day of November, 2007 by and between New Paradigm Productions, Inc., which will change its name as China Marine Food Group Limited (“Company”), a Nevada corporation with business address at Dabao Industrial Zone, Shishi City, Fujian Province, China, and Mr. Pengfei Liu (“Executive”), a Hong Kong citizen.
BUSINESS CONSULTING AGREEMENTBusiness Consulting Agreement • November 23rd, 2007 • New Paradigm Productions Inc • Phonograph records & prerecorded audio tapes & disks • Hong Kong
AGREEMENT made this January 1, 2007 between Nice Enterprise Trading H.K. Co., Ltd., a company incorporated in Hong Kong whose business address is at Dabao Industrial Zone, Xiangzhi Town, Shishi City, Fujian, China (“the Corporation”) and Yorkshire Capital Limited, a Hong Kong corporation whose principal office is at Suite 4703, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong (“the Consultant”).
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • November 23rd, 2007 • New Paradigm Productions Inc • Phonograph records & prerecorded audio tapes & disks • California
This Make Good Escrow Agreement (the "Make Good Agreement"), dated November 17, 2007, is entered into by and among New Paradigm Productions, Inc., a Nevada corporation which will change its corporate name to China Marine Food Group Limited (the “Company”), Sterne Agee & Leach, Inc., as agent for the Investors (defined below) (“Sterne Agee”), Pengfei Liu, as the make good pledgor (the “Make Good Pledgor”), and Interwest Transfer Co., Inc., as the make good escrow agent (the “Make Good Escrow Agent”).
