FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments
THIS FIRST AMENDMENT REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of this 12th day of March, 2009 by and among Frezer, Inc., a Nevada corporation (the “Company”), and KI Equity Partners IV, LLC, a Delaware limited liability company (“Holder”), amending that certain Registration Rights Agreement dated February 22, 2007 by and among the Company and the Holder (the “Agreement”).
ContractWarrant Agreement • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments • 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.
Non-competition Agreement between Dalian Befut Wire & Cable Manufacturing Co., Ltd. and Befut Electric (Dalian) Co., Ltd. Dated February 16, 2009Non-Competition Agreement • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments
IN WITNESS THEREOF, the authorized representatives of the Parties hereto have executed this Agreement on the date first written above.
SECURITIES PURCHASE AGREEMENT Dated as of March 13, 2009 among FREZER, INC. and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of March 13, 2009 by and among Frezer, Inc, a Nevada corporation (the “Company”), and each of the Purchasers of Units whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
SHARE EXCHANGE AGREEMENT AMONG FREZER, INC., BEFUT INTERNATIONAL CO. LIMITED AND BEFUT CORPORATION FOR THE EXCHANGE OF CAPITAL STOCK OF FREZER, INC. AND BEFUT CORPORATION DATED AS OF MARCH 13, 2009Share Exchange Agreement • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments • New York
This SHARE EXCHANGE AGREEMENT, dated as of March 13, 2009 (the “Agreement”) by and among Frezer, Inc., a Nevada corporation (the “Company”), BEFUT Corporation, a Nevada corporation (“Befut Nevada”), and Befut International Co. Limited, a company incorporated under the laws of the British Virgin Islands (“Befut BVI”).
Form of NoteConvertible Note • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments • New York
THIS NOTE HAS NOT BEEN REGISTERED 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.
Intellectual Property License Agreement between Befut Electric (Dalian) Co., Ltd. and Dalian Befut Wire & Cable Manufacturing Co., Ltd. Dated February 16, 2009Intellectual Property License Agreement • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments
Original Equipment Manufacturer (OEM) Agreement between Befut Electric (Dalian) Co., Ltd. and Dalian Befut Wire & Cable Manufacturing Co., Ltd. Dated February 16, 2009Oem Agreement • March 19th, 2009 • Frezer, Inc. • Laboratory analytical instruments
NOW, THEREFORE, in consideration of the mutual agreements and undertakings set forth below, and for other good and valuable consideration, the parties agree as follows:
