ContractFirst Growth Investors Inc • March 17th, 2008 • Wholesale-beer, wine & distilled alcoholic beverages
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
LOCK-UP AGREEMENTLock-Up Agreement • March 17th, 2008 • First Growth Investors Inc • Wholesale-beer, wine & distilled alcoholic beverages • New York
THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into on March 12, 2008 between the stockholders set forth on the signature page to this Agreement (each, a "Holder") and First Growth Investors, Inc., a Nevada corporation (the "Company").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2008 • First Growth Investors Inc • Wholesale-beer, wine & distilled alcoholic beverages • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of March 12, 2008, by and among First Growth Investors, Inc., a Nevada corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • March 17th, 2008 • First Growth Investors Inc • Wholesale-beer, wine & distilled alcoholic beverages • New York
This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of March 12, 2008, is entered into by and among First Growth Investors, Inc., a Nevada corporation (the "Company"), the Investors (as defined below), Mr. Kunio Yamamoto, in his individual capacity ("Make Good Pledgor"), Roth Capital Partners, LLC ("Roth") and Tri-State Title & Escrow, LLC, as escrow agent ("Escrow Agent").
EQUITY TRANSFER AGREEMENTEquity Transfer Agreement • March 17th, 2008 • First Growth Investors Inc • Wholesale-beer, wine & distilled alcoholic beverages
THIS EQUITY TRANSFER AGREEMENT (the “Agreement”) is dated as of March 12, 2008 by and between First Growth Investors, Inc., a corporation formed under the laws of the State of Nevada, U.S.A. (“First Growth”), and Mr. Kunio Yamamoto, a citizen of Japan (“Yamamoto”).
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • March 17th, 2008 • First Growth Investors Inc • Wholesale-beer, wine & distilled alcoholic beverages • Utah
This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of March 12, 2008, is entered into by and among First Growth Investors, Inc., a Nevada corporation (the "Company"), HFG International, Limited, a Hong Kong company (“HFG”), Mr. Kunio Yamamoto, in his individual capacity ("Make Good Pledgor") and Interwest Transfer Company, Inc., as escrow agent ("Escrow Agent").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 17th, 2008 • First Growth Investors Inc • Wholesale-beer, wine & distilled alcoholic beverages • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 12, 2008, by and among First Growth Investors, Inc., a Nevada corporation, and all predecessors thereof (collectively, the “Company”), Bright Stand International Limited, an International business company incorporated in the British Virgin Islands (“BVI”), Weifang YuHe Poultry Co., Ltd., a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China (“WFOE”), the selling stockholder identified on the signature page hereto (the “Selling Stockholder”) and the investors listed on the Schedule of Investors attached hereto as Appendix A (each, an “Investor” and collectively, the “Investors”).
HOLDBACK ESCROW AGREEMENTHoldback Escrow Agreement • March 17th, 2008 • First Growth Investors Inc • Wholesale-beer, wine & distilled alcoholic beverages • New York
This Holdback Escrow Agreement, dated as of March 12, 2008 (this “Agreement”), is entered into by and among First Growth Investors, Inc., a Nevada corporation (the “Company”), the investors set forth on Exhibit A and signatory hereto (collectively, the “Investors”), and Tri-State Title & Escrow, LLC (the “Escrow Agent”).
