CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks
This Consulting Services Agreement (this “Agreement”) is dated June 10, 2009, and is entered into in Laiyang City, Shangdong Province, People’s Republic of China (“PRC” or “China”) by and between Shangdong MeiKeFuBang Food Limited (“Party A”), and Shangdong Longkang Juice Co., Ltd (“Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”
DIRECTOR AGREEMENTDirector Agreement • August 5th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties
This DIRECTOR AGREEMENT is made as of this 3rd of August, 2010 (the “Agreement”), by and between Emerald Acquisition Corp., a Cayman Islands corporation (the “Company”) and Maosen Cui (the “Director”).
OFMemorandum of Association • July 14th, 2006 • Emerald Acquisition CORP
DIRECTOR AGREEMENTDirector Agreement • August 5th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties
This DIRECTOR AGREEMENT is made as of this 3rd of August, 2010 (the “Agreement”), by and between Emerald Acquisition Corp., a Cayman Islands corporation (the “Company”) and Barry Shapiro (the “Director”).
ESCROW AGREEMENT FOR DISBURSEMENTEscrow Agreement • January 20th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties • New York
This ESCROW AGREEMENT (the “Agreement”) is made as of October 22, 2009 by and between Emerald Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), with a mailing address of No. 48 South Qingshui Road, Laiyang City, Shandong 265200 P.R. China, Anslow & Jaclin, LLP, 195 Route 9 South, 2nd Floor, Manalapan, NJ 07726 (the “Escrow Agent”), Grandview Capital, Inc. (the “Placement Agent”) and Access America Investments, LLC (the “Investor Representative”).
INCENTIVE OPTION AGREEMENT BETWEEN TANG, Chee Fung AND JIANG Zhide Date: 05 Aug, 2009Incentive Option Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks • Virgin Islands
THIS INCENTIVE OPTION AGREEMENT (this "Agreement") is made on August 5, 2009 by and between TANG, Chee Fung, a Hongkong citizen (the "Grantor") and JIANG Zhide ("Grantee").
Orchard Contracting and Transferring ContractContracting and Transferring Contract • August 15th, 2011 • Oriental Dragon Corp • Canned, frozen & preservd fruit, veg & food specialties
After both parties friendly negotiation, this contract is hereby made on the basis of Mutual benefits to protect both parties’ legal rights and obligations. Both parties should obey the following terms:
2,500,000 Shares EMERALD ACQUISITION CORPORATION Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties • New York
Emerald Acquisition Corporation, a Cayman Islands corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of 2,500,000 authorized but unissued ordinary shares, (the “Underwritten Shares”) par value $0.001 per share, of the Company (the “Ordinary Shares”), and to grant the Underwriter the option to purchase an aggregate of up to 375,000 additional Ordinary Shares (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”
GF-2000-2601 Contract No. Laiguotian20110406Land Use Right Transfer Contract • August 15th, 2011 • Oriental Dragon Corp • Canned, frozen & preservd fruit, veg & food specialties
The two parties hereby reach the following agreement on the principle of equality, free will, good and valuable consideration and good faith, according to the Land Management Law of the People’s Republic of China, Law of the People’s Republic of China on Management of Urban Real Estate, the Contract Law of the People’s Republic of China and other applicable national and local laws and regulations and administrative rules.
Orchard Contracting and Transferring ContractOrchard Contracting and Transferring Contract • January 20th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties
After both parties friendly negotiation, this contract is hereby made on the basis of mutual benefits to protect both parties’ legal rights and obligations. Both parties should obey the following terms:
Orchard Contracting and Transferring ContractOrchard Contracting and Transferring Contract • August 15th, 2011 • Oriental Dragon Corp • Canned, frozen & preservd fruit, veg & food specialties
After both parties friendly negotiation, this contract is hereby made on the basis of mutual benefits to protect both parties’ legal rights and obligations. Both parties should obey the following terms:
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties
This employment agreement (this “Agreement”) dated as of June 22, 2010 (the “Effective Date”), is made by and between Emerald Acquisition Corp., a Cayman Islands corporation (the “Company”) and Mr. Adam Wasserman (the “Executive”) (collectively, the “Parties”).
LOCKUP AGREEMENTLockup Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks • New York
This AGREEMENT (the “Agreement”) is made as of the date set forth on the signature page of this Agreement by Proud Glory Limited (“Holder”), maintaining an address at P.O. Box 957 Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, in connection with its ownership of shares of Emerald Acquisition Corporation, a Cayman Islands corporation (the “Company”). Capital terms used and not otherwise defined herein shall have the respective meanings set for in the Private Placement Memorandum of the Company, dated as of October 1, 2009, and its attachments thereto (the “Memorandum”).
Shandong Longkang Fruit Juice Co., ltd. Contract of Orchard Contracting and ManagementContract of Orchard Contracting and Management • January 20th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties
ⅠParty A contracts in payment to party B pear garden in Zhaojiabuzi Village of 190 mu for paid management base production in order to provide raw fruits materials.
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • January 20th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties • New York
This Make Good Escrow Agreement (the “Agreement”), dated as of October 22, 2009, is entered into by and among Emerald Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company”), Access America Investments, LLC, as representative of the Investors (the “Investor Representative”), Proud Glory Limited (the “Make Good Shareholder”) and Anslow & Jaclin, LLP (hereinafter referred to as the “Escrow Agent”). All capitalized terms used but not defined herein shall have the meanings assigned them in the Subscription Agreement, between the Company and each investor signatory thereto (the “Investors”) in the Offering.
ContractWarrant Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE SECURITIES ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT.
ESCROW AGREEMENTEscrow Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks • New York
ESCROW AGREEMENT dated as of this 25th day of September 2009, by and among Emerald Acquisition Corporation, a Cayman Islands corporation (the “Company”), Merit Times International Limited, a company incorporated under the laws of the British Virgin Islands (“Merit Times”), AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a financial institution chartered under the laws of the State of New York (the “Agent”) and Grandview Capital, Inc., a Florida corporation (the “Placement Agent”).
INVESTOR RELATIONS ESCROW AGREEMENTInvestor Relations Escrow Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks • New York
This INVESTOR RELATIONS ESCROW AGREEMENT (this “Agreement”) is made as of October 22, 2009 by and between Emerald Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company”), No. 48 South Qingshui Road, Laiyang City, Shandong 265200 P.R. China, Anslow & Jaclin, LLP, 195 Route 9 South, 2nd Floor, Manalapan, NJ 07726 (the “Escrow Agent”), Grandview Capital, Inc. (the “Placement Agent”) and Access America Investments, LLC (the “Investor Representative”).
SHARE EXCHANGE AGREEMENT by and among Emerald Acquisition Corporation, a Cayman Islands corporation and Access America Fund, LP, a Delaware limited partnership and Merit Times International Limited, a British Virgin Islands corporation and the...Share Exchange Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks • Delaware
THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this 22nd day of October, 2009, by and between EMERALD ACQUISITION CORPORATION, a Cayman Islands exempted company incorporated with limited liability (hereinafter referred to as “Emerald”), ACCESS AMERICA FUND, LP, a Delaware limited partnership (hereinafter referred to as “AAI”), MERIT TIMES INTERNATIONAL LIMITED, a British Virgin Islands business company (hereinafter referred to as “Merit Times”) and the shareholders of Merit Times (the “Merit Times Shareholders”), upon the following premises:
ContractContract • January 20th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties
In order to develop pollution-free base and guarantee the interests of the enterprise and farmers, after a complete negotiation of both parties, this contract is hereby made on the basis of mutual benefits to protect both parties legal rights and obligations. Both parties should obey the following terms:
Orchard Contracting and Transferring ContractOrchard Contracting and Transferring Contract • January 20th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties
After both parties friendly negotiation, this contract is hereby made on the basis of mutual benefits to protect both parties’ legal rights and obligations. Both parties should obey the following terms:
Orchard Contracting and Transferring ContractOrchard Contracting and Transferring Contract • January 20th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties
After both parties friendly negotiation, this contract is hereby made on the basis of mutual benefits to protect both parties’ legal rights and obligations. Both parties should obey the following terms:
EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties
This employment agreement (this "Agreement") dated as of January 12, 2010 (the "Effective Date"), is made by and between Emerald Acquisition, Corp., a Cayman Islands corporation (the "Company") and Mr. Larry Xiaosong Chin (the “Executive”) (collectively, the “Parties”).
Orchard Contracting and Transferring ContractOrchard Contracting and Transferring Contract • January 20th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties
After both parties friendly negotiation, this contract is hereby made on the basis of mutual benefits to protect both parties’ legal rights and obligations. Both parties should obey the following terms:
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated June 10, 2009, and is entered into in Laiyang City, Shandong Province, People’s Republic of China (“PRC” or “China”) by and among Shangdong MeiKeFuBang Food Limited (“Pledgee”), Shangdong Longkang Juice Co., Ltd (“Party B” or the “Company”), and each of the shareholders of Party B listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”).
OPERATING AGREEMENTOperating Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks
This Operating Agreement (this “Agreement”) is dated June 10, 2009, and is entered into in Laiyang City, Shandong Province, People’s Republic of China (“PRC” or “China”) by and between Shangdong MeiKeFuBang Food Limited (“Party A”), Shangdong Longkang Juice Co., Ltd (“Party B”) (“Party B”), and shareholders holding 100% outstanding shares of Party B (the “Shareholders of Party B” or “Party C”). Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
Orchard Contracting and Transferring ContractOrchard Contracting and Transferring Contract • August 14th, 2012 • Oriental Dragon Corp • Canned, frozen & preservd fruit, veg & food specialties
After both parties friendly negotiation, this contract is hereby made on the basis of Mutual benefits to protect both parties’ legal rights and obligations. Both parties should obey the following terms:
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks • New York
This Make Good Escrow Agreement (the “Agreement”), dated as of October 22, 2009, is entered into by and among Emerald Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company”), Access America Investments, LLC, as representative of the Investors (the “Investor Representative”), Proud Glory Limited (the “Make Good Shareholder”) and Anslow & Jaclin, LLP (hereinafter referred to as the “Escrow Agent”). All capitalized terms used but not defined herein shall have the meanings assigned them in the Subscription Agreement, between the Company and each investor signatory thereto (the “Investors”) in the Offering.
Orchard Contracting and Transferring ContractContracting and Transferring Contract • August 14th, 2012 • Oriental Dragon Corp • Canned, frozen & preservd fruit, veg & food specialties
After both parties friendly negotiation, this contract is hereby made on the basis of Mutual benefits to protect both parties’ legal rights and obligations. Both parties should obey the following terms:
Construction Contract (GF-1999-0201) Formulated by Construction Department of the People’s Republic of China State Administration for Industry and Commerce December, 1999Construction Contract • March 31st, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties
According to Contract Law of the People’s Republic of China, Construction Law of the People’s Republic of China, and other applicable laws and regulations, based on the principle of equality, voluntariness, fairness and honesty and credibility, both parties have agreed on all the matters about this construction project and signed this contract as follow:
Orchard Contracting and Transferring ContractOrchard Contracting and Transferring Contract • January 20th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties
After both parties friendly negotiation, this contract is hereby made on the basis of mutual benefits to protect both parties’ legal rights and obligations. Both parties should obey the following terms:
OPTION AGREEMENTOption Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks
This Option Agreement (this “Agreement”) is dated June 10, 2009, and is entered into in Laiyang City, Shandong Province, People’s Republic of China (“PRC” or “China”) by and between Shangdong MeiKeFuBang Food Limited (“Party A”), and Shangdong Longkang Juice Co., Ltd. (“Party B”), and the undersigned shareholders of Party B (each a “Shareholder” and collectively the “Shareholders”). Party A, Party B and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
VOTING RIGHTS PROXY AGREEMENTVoting Rights Proxy Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks
This Voting Rights Proxy Agreement (the “Agreement”) is entered into in Laiyang City, Shandong Province, People’s Republic of China (“PRC” or “China”) as of June 10, 2009 by and among Shangdong MeiKeFuBang Food Limited (“Party A”), Shangdong Longkang Juice Co., Ltd (the “Company” or “Party B”), and the undersigned shareholders of Party B (the “Shareholders”). Party A, Party B and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
Sales ContractSales Contract • January 20th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties
ⅠQuality conditions: The quality condition should satisfy the customer’s requirements and should be in line with the national standards.
Patent Licensing AgreementPatent Licensing Agreement • July 7th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties
On May 25, 2009, Party A filed the below application to the State Intellectual Property Office of the People’s Republic of China (“SIPO”):
