REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2010 • Timberjack Sporting Supplies, Inc. • Retail-retail stores, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 30, 2010, by and among Timberjack Sporting Supplies, Inc., a Nevada corporation (the “Company”) and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 1st, 2010 • Timberjack Sporting Supplies, Inc. • Retail-retail stores, nec • New York
This Share Exchange Agreement, dated as of September 29, 2010, is made by and among Timberjack Sporting Supplies, Inc., a Nevada corporation (the “Acquiror Company”), Paragon Capital LP (the “Acquiror Company Principal Shareholder”), Chine Victory Profit Limited, a company organized under the laws of the British Virgin Islands (the “Company”), and the shareholders of Chine Victory Profit Limited as listed on Exhibit A (the “Shareholders”).
SECURITIES PURCHASE AGREEMENT Dated as of September 30, 2010 among TIMBERJACK SPORTING SUPPLIES, INC. and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • October 1st, 2010 • Timberjack Sporting Supplies, Inc. • Retail-retail stores, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of September 30, 2010 by and among Timberjack Sporting Supplies, Inc., a Nevada corporation, (the “Company” or “TBJK”) and each of the Purchasers whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
ContractWarrant Agreement • October 1st, 2010 • Timberjack Sporting Supplies, Inc. • Retail-retail stores, nec • 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
Dated the 21 day of February 2006 (Linyi City Lanshanqu Guangxia Forestry Company Limited) Ng Fuk Tang and Chine Victory Profit LimitedInvestment Arrangement Agreement • October 1st, 2010 • Timberjack Sporting Supplies, Inc. • Retail-retail stores, nec • Hong Kong
INCENTIVE OPTION AGREEMENTIncentive Option Agreement • October 1st, 2010 • Timberjack Sporting Supplies, Inc. • Retail-retail stores, nec • Virgin Islands
THIS INCENTIVE OPTION AGREEMENT (this “Agreement”) is made on March 24, 2010 by and between LAI, YIN LING, a Hong Kong passport holder (the “Grantor”), and the individual listed in Schedule A (the “Grantee”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • October 1st, 2010 • Timberjack Sporting Supplies, Inc. • Retail-retail stores, nec • New York
THIS SECURITIES ESCROW AGREEMENT (the “Escrow Agreement”), dated as of September 30, 2010, is entered into by and among Timberjack Sporting Supplies, Inc., a Nevada corporation (the “Company”), each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”), Well Asia Group Limited, a company organized in the British Virgin Islands (the “Principal Stockholder”), and Anslow & Jaclin, LLP, with an address at 195 Route 9 South, Suite 204, Manalapan, New Jersey 07726 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
SHAREHOLDER LOCK-UP AGREEMENTShareholder Lock-Up Agreement • October 1st, 2010 • Timberjack Sporting Supplies, Inc. • Retail-retail stores, nec • New York
THIS AGREEMENT (this “Agreement”) is dated as of September 30, 2010 by and between Timberjack Sporting Supplies, Inc., a Nevada corporation (the “Company”), and the persons set forth on Schedule A, attached hereto (each a “Shareholder” and collectively, the “Shareholders”).
ContractWarrant Agreement • October 1st, 2010 • Timberjack Sporting Supplies, Inc. • Retail-retail stores, nec • 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
