CLASS A COMMON STOCK PURCHASE WARRANT To Purchase ___________ Shares of Common Stock ofGenesis Pharmaceuticals Enterprises, Inc. • June 3rd, 2008 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the date which is the fifth anniversary of the Effective Date (such date shall be referred to herein as the “Termination Date”) but not thereafter, to subscribe for and purchase from Genesis Pharmaceuticals Enterprises, Inc., a Florida corporation (the “Company”), up to ________ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 3rd, 2008 • Genesis Pharmaceuticals Enterprises, Inc. • Services-business services, nec • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of May 30, 2008, by and among Genesis Pharmaceuticals Enterprises, Inc. (f/k/a Genesis Technology Group, Inc.), a Florida corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2008 • Genesis Pharmaceuticals Enterprises, Inc. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 30, 2008, by and among Genesis Pharmaceuticals Enterprises, Inc. (f/k/a Genesis Technology Group, Inc.), a Florida corporation, and all predecessors thereof (collectively, the “Company”), Karmoya International Ltd., a British Virgin Islands company (“BVI”), Genesis Jiangbo (Laiyang) Biotech Technologies Co., Ltd., a wholly owned foreign enterprise in the People’s Republic of China (“WOFE”), Wubo Cao (“Mr. Cao”) and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
GENESIS PHARMACEUTICALS ENTERPRISES, INC. 6% CONVERTIBLE NOTES DUE MAY , 2011Genesis Pharmaceuticals Enterprises, Inc. • June 3rd, 2008 • Services-business services, nec • New York
FOR VALUE RECEIVED, Genesis Pharmaceuticals Enterprises, Inc., a Florida corporation (the “Company”), hereby promises to pay to the order of Pope Investments, LLC, a Delaware limited liability company, or registered assigns (the “Holder”), the principal amount of _______ United States dollars (US$_________) on May 30, 2011 (“Maturity Date”). Interest on the outstanding principal balance shall be paid at the rate of six percent (6%) per annum, in semi-annual installments payable on November 30th and May 30th of each year, to the holder of record of this Note on the 15th day of such month, with the first interest payment being due on November 30, 2008. Interest shall be computed on the basis of a 360-day year, using the number of days actually elapsed. This Note is issued pursuant to a Securities Purchase Agreement (the “Agreement”) dated May 30, 2008, by and among the Company, Karmoya International Ltd., a British Virgin Islands company, Genesis Jiangbo (Laiyang) Biotech Technologies Co
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • June 3rd, 2008 • Genesis Pharmaceuticals Enterprises, Inc. • Services-business services, nec • New York
This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of May 30, 2008, is entered into by and among Genesis Pharmaceuticals Enterprises, Inc, a Florida corporation (the "Company"), the Investors (as defined below), Pope Investments LLC, a Delaware limited liability company, as representative of the Investors (the “Investor Representative”) Wubo Cao, in his individual capacity ("Make Good Pledgor") and Loeb & Loeb LLP, as escrow agent ("Escrow Agent").
HOLDBACK ESCROW AGREEMENTHoldback Escrow Agreement • June 3rd, 2008 • Genesis Pharmaceuticals Enterprises, Inc. • Services-business services, nec • New York
This Holdback Escrow Agreement, dated as of May 30, 2008 (this “Agreement”), is entered into by and among Genesis Pharmaceuticals Enterprises, Inc., a Florida corporation (the “Company”), the investors set forth on Exhibit A and signatory hereto (collectively, the “Investors”), and Loeb & Loeb LLP (the “Escrow Agent”). The principal address of each of the parties hereto is set forth on Exhibit A.
LOCK-UP AGREEMENTLock-Up Agreement • June 3rd, 2008 • Genesis Pharmaceuticals Enterprises, Inc. • Services-business services, nec • New York
THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into on May 30, 2008 between the stockholders set forth on the signature page to this Agreement (each, a "Holder") and Genesis Pharmaceuticals Enterprises, Inc., a Florida corporation (the "Company").
