SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2023 • Green Giant Inc. • Real estate • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December __, 2023, between Green Giant Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CLASS A COMMON STOCK PURCHASE WARRANT GREEN GIANT INC.Warrant Agreement • December 18th, 2023 • Green Giant Inc. • Real estate
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 Authorized Share Increase Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Green Giant Inc., a Florida corporation (the “Company”), up to [______] shares of common stock, par value $0.001 per share (“Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT GREEN GIANT INC.Pre-Funded Common Stock Purchase Warrant • December 18th, 2023 • Green Giant Inc. • Real estate • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for from Green Giant Inc., a Florida corporation (the “Company”), up to _________shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The subscription price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2023 • Green Giant Inc. • Real estate • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of March 13, 2023 (the “Effective Date”), by and between GREEN GIANT INC., incorporated under the laws of the State of Florida (the “Company”), and Yuhuai Luo, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
CHINA HGS REAL ESTATE INC. INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • February 28th, 2022 • China HGS Real Estate Inc. • Real estate • New York
This DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this February 23, 2022 (the “Effective Date”), by and between China HGS Real Estate Inc., a Florida corporation whose shares are publicly traded (the “Company”), and Jian Zhang (the “Independent Director”).
REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the "Agreement"), dated as of July 11, 2006, by and between China Agro Sciences Corp., a corporation organized under the laws of State of Florida, with its principal business operations...Registration Rights Agreement • July 25th, 2006 • China Agro Sciences Corp. • Services-business services, nec • Massachusetts
FORM OF COMMON STOCK PURCHASE WARRANT GREEN GIANT INC.Common Stock Agreement • October 6th, 2022 • Green Giant Inc. • Real estate
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (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 May [ ], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May [ ], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Green Giant Inc., a Florida corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. This Warrant is one of the warrants to purchase shares of Common Stock issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of October [ ], 2022 among the Company and the purchasers signatory thereto, as amended from time to time.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2022 • China HGS Real Estate Inc. • Real estate • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of [ ], 2022 by and among China HGS Real Estate Inc., a Florida corporation, (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).
Mr. Yuhuai Luo Chief Executive Officer Green Giant, Inc. Xinghan Road, 19th Floor,Placement Agent Agreement • December 18th, 2023 • Green Giant Inc. • Real estate • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Green Giant, Inc., a Florida corporation (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares of Common Stock, $0.001 par value per share (the “Shares”), Pre-Funded Warrants to Purchase Shares of Common Stock (the “Pre-Funded Warrants”), Class A Warrants and Class B Warrants (collectively referred to as the “Common Stock Purchase Warrants”) to Purchase Shares of Common Stock of the Company (the Shares underlying the Common Stock Purchase Warrants, the “Warrant Shares”). The Shares, the Common Stock Purchase Warrants, and the Warrant Shares are collectively referred to as the “Securities”. The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Pur
FORM OF COMMON STOCK PURCHASE WARRANT CHINA HGS REAL ESTATE INC.Form of Common Stock • December 20th, 2021 • China HGS Real Estate Inc. • Real estate
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (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 June [ ], 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June [ ], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from China HGS Real Estate Inc., a Florida corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. This Warrant is one of the warrants to purchase shares of Common Stock issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of December 10, 2021 among the Company and the purchasers signatory thereto, as amended from time to time.
CLASS B COMMON STOCK PURCHASE WARRANT GREEN GIANT INC.Class B Common Stock Purchase Warrant • December 18th, 2023 • Green Giant Inc. • Real estate
THIS CLASS B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 and on or prior to 5:00 p.m. (New York City time) on December 13, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Green Giant Inc., a Florida corporation (the “Company”), up to [______] shares of common stock, par value $0.001 per share (“Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
Form of Lock-Up AgreementLock-Up Agreement • December 18th, 2023 • Green Giant Inc. • Real estate
The undersigned, a holder of securities of Green Giant, Inc. a Florida corporation (the “Company”), understands that you are the placement agent (the “Placement Agent”) named in the letter agreement dated December 12, 2023 (the “Placement Agreement”) between the Placement Agent and the Company, providing for the placement (the “Placement”) of shares of common stock, $0.001 par value per share (the “Common Stock”) and warrants to purchase shares of Common Stock (collectively, the “Securities”) pursuant to a registration statement and related prospectuses and supplements thereto filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Placement Agreement.
EXHIBIT 10.1Merger Agreement • March 17th, 2006 • M Gab Development Corp • Services-business services, nec • Florida
INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of July 11, 2006 by and between China Agro Sciences Corp., a Florida corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the...Investment Agreement • July 25th, 2006 • China Agro Sciences Corp. • Services-business services, nec • Massachusetts
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • August 16th, 2010 • China HGS Real Estate Inc. • Real estate • Florida
THIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of January 6, 2010 (“Agreement”) by and between CHINA HGS REAL ESTATE INC., a Florida corporation (“Company”), and H. David Sherman (“Director”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2010 • China HGS Real Estate Inc. • Real estate • Florida
This Agreement is made as of January 6, 2010, by and between China HGS Real Estate Inc., a Florida corporation (the “Company”), and the undersigned member (a “Director”) of the Board of Directors (also referred to as the “Board”) of the Company (such Director hereinafter referred to as the “Indemnitee”), with reference to the following facts:
AGREEMENT TO TERMINATE OPTIONS This Agreement to Terminate Options (this "Termination") is entered into effective this 28th day of April, 2006 by and between Kevin Gadawski, an individual ("Holder") and M-GAB Development Corporation, a Florida...Agreement to Terminate Options • May 5th, 2006 • China Agro Sciences Corp. • Services-business services, nec
LOCK-UP AGREEMENT October 4, 2001 M-GAB Development Corporation 1059 E. Skyler Drive Draper, Utah 84020 The undersigned understands that M-GAB Development Corporation, a Florida corporation (the "Company") has undertaken the filing of a registration...Lock-Up Agreement • November 5th, 2001 • M Gab Development Corp • Transportation services • California
The undersigned understands that M-GAB Development Corporation, a Florida corporation (the "Company") has undertaken the filing of a registration statement, on Form SB-2 (the "Registration Statement"), with the Securities and Exchange Commission (the "SEC").
RECITALSAgreement to Terminate Warrants • May 5th, 2006 • China Agro Sciences Corp. • Services-business services, nec
Loan AgreementLoan Agreement • December 23rd, 2011 • China HGS Real Estate Inc. • Real estate
Party B will join the land use right auction for commercial land use rights in Yang County. For the purpose of financing working capital, Party B borrows RMB 20,000,000 from Party A. The borrowing term is one month without interest. If the borrowing term exceeds one month, Party A agrees to pay interest at a 15% interest rate.
Land Use Rights Transfer AgreementLand Use Rights Transfer Agreement • December 23rd, 2011 • China HGS Real Estate Inc. • Real estate • Shaanxi
FORM OF] CHINA AGRO SCIENCES CORP. Common Stock Purchase Agreement Under 2006 Non-Qualified Stock Grant and Option PlanCommon Stock Purchase Agreement • August 1st, 2006 • China Agro Sciences Corp. • Services-business services, nec • Florida
WHEREAS, pursuant to the terms of a _________________________ Agreement dated ________________, 20__, by and between Purchaser and the Company (the “_____________ Agreement”), the Company has agreed to issue to Purchaser _______________ shares of the Company’s common stock in exchange for __________________________________________.
China HGS Real Estate, Inc. Nonstatutory Stock Option AgreementNonstatutory Stock Option Agreement • March 17th, 2011 • China HGS Real Estate Inc. • Real estate • Florida
AGR ENTERPRISES INC.Sales Contract • April 7th, 2023 • Green Giant Inc. • Real estate
This contract is concluded on the 23th day of March in 2023 (the “Effective Date”) between GREEN GIANT ENERGY TEXAS INC (the “Buyer”) with the registered address 1330 Post Oak Blvd. Ste. 1175, Houston TX 77056, U.S.A. and AGR ENTERPRISES INC. (the “Seller”) with registered address 2700 Post Oak Blvd - Suite 2100, Houston Texas 77056, U.S.A. or any other counterparty nominated by AGR ENTERPRISES INC.
SHARE EXCHANGE AGREEMENT by and among CHINA AGRO SCIENCES CORP. a Florida corporation and CHINA HGS INVESTMENT, INC. a Delaware corporation and RISING PILOT, INC. a British Virgin Islands business company Dated as of August 21, 2009Share Exchange Agreement • August 21st, 2009 • China Agro Sciences Corp. • Services-business services, nec • Florida
This Share Exchange Agreement (the “Agreement”) is made and entered into as of August 21, 2009 by and among China Agro Sciences Corp., a Florida corporation (“CHAS”), China HGS Investment Inc., a corporation formed under the laws of the State of Delaware (“HGS”), and Rising Pilot, Inc., a British Virgin Islands business company which owns 100% issued and outstanding capital stock of HGS (the “HGS Shareholder”). Each of CHAS, HGS, and the HGS Shareholder is referred to herein individually as a “Party” and all are referred to collectively as the “Parties.”
ASSIGNMENT AND ASSUMPTION and STOCK SALE AGREEMENTStock Sale Agreement • September 25th, 2009 • China Agro Sciences Corp. • Services-business services, nec • New York
This Assignment and Assumption and Stock Sale Agreement (this “Agreement”) is made and entered into on September 25, 2009, by and among the following parties (each, a “Party” and collectively, the “Parties”): China Agro Sciences Corp., a Florida corporation (the “Seller”), Dalian Holding Corp., a Florida corporation (the “Subsidiary”), and the four individuals identified as “Purchasers” on the signature page of this Agreement (the “Purchasers”).
STOCK RESTRICTION AGREEMENT BETWEEN M-GAB DEVELOPMENT CORPORATION AND CERTAIN OF ITS SHAREHOLDERSStock Restriction Agreement • August 19th, 2003 • M Gab Development Corp • Services-business services, nec • California
THIS AGREEMENT is made and entered into effective this 16th day of May, 2003, by and among M-GAB Development Corporation , a Florida corporation (hereinafter referred to as the "Company") on the one hand, and certain of its shareholders identified as Carl Berg ("Berg") , Sadie LLC ("Sadie"), Brian A. Lebrecht ("Lebrecht"), Kevin Gadawski ("Gadawski"), and Jerry DeCiccio ("DeCiccio") and together with Gadawski, the "NonVested Shareholders"), on the other hand (each a "Shareholder" and collectively referred to as the "Shareholders").
Party A: Mr. Xiaojun Zhu Party B: Shaanxi Guangsha Investment and Development Group Co., Ltd (“the Company”) Subject: shareholder’s loanShareholder Loan Agreement • January 7th, 2014 • China HGS Real Estate Inc. • Real estate
The Company, a subsidiary of China HGS Real Estate Inc., is working with local government on a Liang Shan Road construction project. This project includes relocating residence, constructing road and rebuilding shanty areas in the surrounding area, which requires significant capital investment. To support the project’s development and the Company’s working capital needs, the Company entered into a one-year loan agreement (“RMB Loan Agreement”) with Mr. with Mr. Xiaojun Zhu, the Company’s Chairman and Chief Executive Officer, pursuant to which the Company might, from time to time, borrow up to RMB 50 million (or approximately USD $8.2 million) from Mr. Xiaojun Zhu. The interest rate for the loan was the China RMB loan annual benchmark rate.
Loan AgreementLoan Agreement • August 15th, 2011 • China HGS Real Estate Inc. • Real estate
Party B is to attend the auction of a land use right in Hantai district, Hanzhong City. As the working capital of Part B might be insufficient caused by the payment of the land use right bid bond deposit, Party B borrows RMB 32,000,000 from Party A to fund for the working capital of Party B.
Residential Apartment Bulk Purchasing AgreementResidential Apartment Bulk Purchasing Agreement • June 14th, 2011 • China HGS Real Estate Inc. • Real estate
Under the principle of high quality and favorable pricing from Party B, with individual consents and Party A’s lead, according to the related regulations under “CONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINA” and the “LAW OF THE PEOPLES REPUBLIC OF CHINA ON ADMINISTRATION OF THE URBAN REAL ESTATE”, at equality, voluntary, and on the basis of consensus, Party A and Party B reached the following preliminary agreement with regard to the bulk purchase of the residential apartments:
ContractEquity Acquisition Agreement • March 26th, 2021 • China HGS Real Estate Inc. • Real estate
Equity Acquisition Agreement This Equity Acquisition Agreement (this “Agreement”) is entered into as of March 24, 2021 (the “Execution Date”), by and between China HGS Real Estate Inc., a limited liability company established under the laws of the State of Florida, (the “Company”) and Shaanxi Tianhao Construction Engineer Co., Ltd, (the “Purchaser”), a limited liability company established in China. WHEREAS: 1.The Purchaser is mainly engaged in the real estate construction business in China 2. The Company intends to issue certain common shares to the Purchaser to settle its accounts payable balance with the Purchaser. NOW, THEREFORE, all Parties have signed this Agreement through friendly negotiation and make agreements with respect to the following terms and conditions on the matters of the transaction. Article 1 Definitions The terms have the following meanings unless otherwise expressed in this Agreement: Transaction means The Company issue certain common stock to the Purchaser (or
INDEMNIFICATION AGREEMENT by and between China HGS Real Estate, Inc., and [NAME], as IndemniteeIndemnification Agreement • March 15th, 2013 • China HGS Real Estate Inc. • Real estate • Florida
This Indemnification Agreement (this “Agreement”) is made as of ___, 2013, by and between China HGS Real Estate, Inc. (the “Company”) and [NAME] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
Party A: Mr. Zhu Xiaojun Party B: CHINA HGS REAL ESTATE, INC. (“The Company”) Subject: Extension of shareholder’s loanLoan Agreement • July 22nd, 2013 • China HGS Real Estate Inc. • Real estate
On June 28, 2011, the Company entered into a one-year loan agreement (“USD Loan Agreement”) with Mr. Xiaojun Zhu, pursuant to which the Company borrowed $1,810,000 from Mr. Xiaojun Zhu to make a capital injection into Shaanxi Guangsha Investment and Development Group Co., Ltd “Shaanxi HGS”), the Company’s subsidiary. The interest rate for the loan was 4% per annum. On July 19, 2012, Mr. Zhu Xiaojun and the Company agreed to extend the term of loan for an additional one year period, or until June 28, 2013with the same interest term.
RECITALS WHEREAS, the Parties are parties to that certain Agreement and Plan of Merger dated March 15, 2006 (the "Agreement"), which provides for a closing on April 28, 2006, unless extended by agreement of the parties; WHEREAS, all closing documents...Extension of Closing Date • May 5th, 2006 • China Agro Sciences Corp. • Services-business services, nec
Loan Amendment AgreementLoan Amendment Agreement • July 24th, 2012 • China HGS Real Estate Inc. • Real estate
On June 28, 2011, the Company entered into a one-year loan agreement (“USD Loan Agreement”) with Mr. Xiaojun Zhu, pursuant to which the Company borrowed $1,810,000 from Mr. Xiaojun Zhu to make a capital injection into Shaanxi Guangsha Investment and Development Group Co., Ltd (“Shaanxi HGS”), the Company’s subsidiary. The interest rate for the loan is 4% per annum.
