OPERATING AGREEMENT FOR SUNWIN USA LLCOperating Agreement • February 11th, 2009 • Sunwin International Neutraceuticals, Inc. • Pharmaceutical preparations • Delaware
This is an Operating Agreement effective as of _________, 2009 among the Company and those persons and entities identified on Annex A hereto and any Person who subsequently becomes a member of the Company, as reflected on the Company’s records (each a “Member” and, collectively, the “Members”).
SECURITIES PURCHASE AGREEMENT Dated as of February 5, 2009 By and Between Sunwin International Neutraceuticals, Inc. and Wild Flavors, Inc.Securities Purchase Agreement • February 11th, 2009 • Sunwin International Neutraceuticals, Inc. • Pharmaceutical preparations • Kentucky
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of the 5th day of February, 2009, by and between Sunwin International Neutraceuticals, Inc., a Nevada corporation (the “Corporation”) and Wild Flavors, Inc., a Delaware corporation (“Wild”).
DISTRIBUTORSHIP AGREEMENTDistributorship Agreement • February 11th, 2009 • Sunwin International Neutraceuticals, Inc. • Pharmaceutical preparations • Kentucky
This DISTRIBUTORSHIP AGREEMENT (“Agreement”) is made and entered into as of the 5th day of February 2009 (the “Effective Date”) by and between WILD Flavors, Inc., a Delaware corporation, whose corporate offices are located at 1261 Pacific Avenue, Erlanger, KY 41018-1260 (“WILD”); Sunwin International Neutraceuticals, Inc., a Nevada corporation, whose corporate offices are located at 6 Shengwang Avenue, Qufu, Shandong, China 273100 (“SUNWIN”) and Sunwin Stevia International Corp., a Florida corporation doing business as Sunwin USA whose corporate address is P.O. Box 1017, Frisco, TX 75034-1017 (“Sunwin USA”).
ContractWarrant Agreement • February 11th, 2009 • Sunwin International Neutraceuticals, Inc. • Pharmaceutical preparations
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED, SOLD, ASSIGNED, CONVEYED, TRANSFERRED, PLEDGED, HYPOTHICATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO EFFECTIVE REGISTRATIONS UNDER SUCH LAWS OR PURSUANT TO AN OPINION OF COUNSEL (WHICH COUNSEL AND OPINION SHALL BE REASONABLY SATISFACTORY TO SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.) THAT THE PROPOSED DISPOSITION MAY BE EFFECTED IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS WITHOUT SUCH REGISTRATIONS.
STOCKHOLDERS AGREEMENTStockholders Agreement • February 11th, 2009 • Sunwin International Neutraceuticals, Inc. • Pharmaceutical preparations
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into and effective as of February 5, 2009, by and among (i) SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC., a Nevada corporation (the “Company”), (ii) LAIWANG ZHANG (“Chairman Zhang”), (iii) DONGDON LIN (“Ms. Lin”), XINGYUAN LI (“Li”), JUNZHEN ZHANG (“J. Zhang”), XIANGSHENG KONG (“Kong”), WEIDONG CHAI (“Chai”), LAIWANG ZHANG (“L. Zhang”), FANJUN WU (“Wu”) and (iv) WILD FLAVORS, INC., a Delaware corporation (“Wild”).
