CALL OPTION AGREEMENTCall Option Agreement • April 1st, 2011 • GC China Turbine Corp. • Engines & turbines • New York
This CALL OPTION AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2009 (the “Effective Date”), among Wu Wei with the ID number ________________, a resident of the People’s Republic of China (the “Purchaser”) and Xu Hong Bing with the passport number ____________, a resident of Canada and the BVI Company (as defined below) (Mr. Xu and BVI Company, collectively referred to herein as the “Seller”). Purchaser and Seller are also referred to herein together as the “Parties” and individually as a “Party.”
VOTING TRUST AGREEMENTVoting Trust Agreement • April 1st, 2011 • GC China Turbine Corp. • Engines & turbines • Virgin Islands
THIS VOTING TRUST AGREEMENT (the “Agreement”) is made and entered into by and between Xu Hong Bing with the passport number ___________ (“Holder”), shareholder of GOLDEN WIND HOLDINGS LIMITED (the “BVI Company”), and Xu Jia Rong with the ID number _______________ (“Voting Trustee”) as of September 30, 2009.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 6th, 2009 • GC China Turbine Corp. • Miscellaneous metal ores • Nevada
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) made this 30th day of September 2009 by and among GC China Turbine Corp., f.k.a. Nordic Turbines, Inc., a Nevada corporation (“Pubco”) and a certain stockholder of Pubco (the “Pubco Stockholder”) listed on the Pubco Stockholder’s Signature Page that is attached hereto, on the one hand, and Wuhan Guoce Nordic New Energy Co. Ltd., a company organized under the laws of the People’s Republic of China and wholly-owned subsidiary of the Company (the “WFOE”), Luckcharm Holdings Limited, a company organized under the laws of Hong Kong (the “Company”) and Golden Wind Holdings Limited, a company organized under the laws of the British Virgin Islands (the “Selling Shareholder”), on the other hand.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 5th, 2009 • GC China Turbine Corp. • Miscellaneous metal ores • Nevada
This Indemnification Agreement (the “Agreement”) is made and entered as of ___________________ by and between GC China Turbine Corp, a Nevada corporation with principal place of business at No.86, Nanhu Avenue, East Lake Development Zone, Wuhan, Hubei Province, China (the “Company”), and _____________________ (“Indemnitee”) and the parties agree as follows:
AGREEMENTTransfer Agent and Registrar Agreement • March 29th, 2007 • Vista Dorada Corp.
This agreement made and entered into the 20th day of October, 2006, by and between Action Stock Transfer Corporation hereinafter referred to as Action and Vista Dorada Corp. hereinafter referred to as the Company.
Banking Facilities Agreement CHINA N MERCHNTS BANK WUHAN BRANCH Be Put Into Service From 2009Banking Facilities Agreement • August 15th, 2011 • GC China Turbine Corp. • Engines & turbines
Upon Party B’s application, Party A has agreed to provide the credit line to Party B on the terms and conditions contained herein and entered into this Agreement in accordance with relevant provisions of laws and through full negotiation.
THIS DEED made the 4th day of March, 2007.Deed • March 29th, 2007 • Vista Dorada Corp.
BETWEEN: VISTA DORADA CORP. a company having its registered office at Reno, Nevada (hereinafter together with its successors and assigns referred to as “the Assignee” of the first part)
Purchase Contract for Wind Turbine Generator System Contract No.: JLFSYM—YMYQ－CG—2011001Purchase Contract for Wind Turbine Generator System • August 15th, 2011 • GC China Turbine Corp. • Engines & turbines
Definitions 3 Chapter 1 Contract Object 6 Chapter 2 Scope Of Supply 7 Chapter 3 Contract Price 8 Chapter 4 Payment 9 Chapter 5 Delivery And Transport 12 Chapter 6 Packing And Mark 16 Chapter 7 Technical Services And Liaison 20 Chapter 8 Quality Supervision And Inspection 22 Chapter 9 Installation, Commissioning, Trial Run And Acceptance 26 Chapter 10 Guarantee And Claim 33 Chapter 11 Insurance 39 Chapter 12 Tax And Fee 40 Chapter 13 Subcontracting And Outsourcing 41 Chapter 14 Change, Modification, Suspension And Termination Of The Contract 42 Chapter 15 Force Majeure 44 Chapter 16 Settlement Of Contract Disputes 45 Chapter 17 Validity Of Contract 46 Chapter 18 Others 47 Appendices of Contract 49
LOCK-UP AGREEMENTLock-Up Agreement • November 5th, 2009 • GC China Turbine Corp. • Miscellaneous metal ores
Pursuant to a Call Option Agreement (the “Agreement”) dated as of September __, 2009 (the “Agreement Date”), the undersigned expects to receive from Xu Hong Bing and/or Golden Wind Holdings Limited (together, the “Seller”) shares of common stock (the “Common Stock”) of Nordic Turbines, Inc., a Nevada corporation (the “Company”).
Amended and Restated AgreementAmended and Restated Agreement • August 14th, 2009 • Nordic Turbines, Inc. • Miscellaneous metal ores
Whereas Party A, B, C and F entered into an Agreement dated as of July 20, 2009 (the “July 20 Agreement”), pursuant to the July 20 Agreement, Party F promises to lend USD$10,000,000 to Party A on or before July 31 2009 with the details that an amount of USD$2,500,000 will be lent to Party A before July 24 2009 and an amount of USD$7,500,000 will be lent to Party A on or before July 31 2009.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 5th, 2009 • GC China Turbine Corp. • Miscellaneous metal ores • Nevada
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of October 30, 2009 (“Effective Date”), is entered into by and between GC China Turbine Corp., a Nevada corporation (the “Company”) and Clarus Capital Ltd. (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2009 • GC China Turbine Corp. • Miscellaneous metal ores
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of September 30, 2009 between Wuhan Guoce Nordic New Energy Co., Ltd. (the "Company"), a wholly foreign-owned company organized under the law of the People's Republic of China (the "PRC"), and Hou Tie Xin ("Chairman", ID No.: 42010215706140339). The Company and the Chairman are also referred to herein together as the “Parties” and individually as a “Party.”
Kaidi Power Pinglu Wind Farm Phase I Project Wind Turbine Equipment Supply Contract This document is a summary translation of key terms only from the original contract that is written in Chinese. It is a summary, not a complete translation, and not...Wind Turbine Equipment Supply Contract • April 15th, 2010 • GC China Turbine Corp. • Engines & turbines
Da Qing Long Jiang Wind Farm Project 50MW Wind Turbines Equipment Supply Contract This document is a summary translation of key terms only from the original contract that is written in Chinese. It is a summary, not a complete translation, and not all...Equipment Supply Contract • April 15th, 2010 • GC China Turbine Corp. • Engines & turbines
Jimmy SooLoan Agreement • March 29th, 2007 • Vista Dorada Corp.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2009 • GC China Turbine Corp. • Miscellaneous metal ores • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2009, by and among GC China Turbine Corp., a Nevada corporation (the “Company”), and each of the undersigned (individually a “Purchaser” and collectively, the “Purchasers”).
GC CHINA TURBINE CORP. MANAGEMENT AGREEMENTManagement Agreement • November 12th, 2010 • GC China Turbine Corp. • Engines & turbines • Nevada
This MANAGEMENT AGREEMENT (the “Agreement”), dated as of November 8, 2010 (the “Effective Date”), in entered into by and between GC CHINA TURBINE CORP., a Nevada corporation located at No. 86, Nanhu Avenue, East Lake Development Zone, Wuhan, Hubei Province 430223, People’s Republic of China (the “Company”), and PING YE (the “Consultant”).
AMENDED AND RESTATED BINDING LETTER OF INTENTBinding Letter of Intent • August 3rd, 2009 • Nordic Turbines, Inc. • Miscellaneous metal ores • Nevada
WHEREAS the Company, GC Nordic, Luckcharm and NewMargin entered into that certain binding letter of intent dated July 24, 2009 (“Original LOI”), and the Company, GC Nordic, Luckcharm and NewMargin desire to amend and restate such Original LOI in its entirety to include additional parties as set forth herein.
Technical License ContractTechnical License Contract • June 9th, 2010 • GC China Turbine Corp. • Engines & turbines
TERMINATION, RELEASE AND SETTLEMENT AGREEMENTTermination, Release and Settlement Agreement • December 1st, 2010 • GC China Turbine Corp. • Engines & turbines • New York
THIS TERMINATION, RELEASE AND SETTLEMENT AGREEMENT (“Agreement”) is made by and among the following parties (each, a “Party” and collectively, the “Parties”):
Tripartite AgreementTripartite Agreement • August 15th, 2011 • GC China Turbine Corp. • Engines & turbines
Party A and Party B have signed Purchase Contract for Wind Turbine Generator System (Contract No.: GCN20100209-01) (hereinafter referred to as ‘Purchase Contract’) on 9 February, 2010. The wind generators under this contract are to be used in the wind power project of Party C, and the place of delivery is to be at the Jilin Yongmao wind farm. By now, Party A has completed the production of 48 wind generators.
EXHIBIT A JOINT FILING AGREEMENTJoint Filing Agreement • November 9th, 2009 • GC China Turbine Corp. • Miscellaneous metal ores
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning she, he or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other person, except to the extent the he, she or it has actual knowledge or has reason to believe that such information is not accurate.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 5th, 2009 • GC China Turbine Corp. • Miscellaneous metal ores • Nevada
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) made this 30th day of October 2009 by and among GC China Turbine Corp. f.k.a. Nordic Turbines, Inc., a Nevada corporation (“Company”), NewMargin Growth Fund L.P. (“NewMargin”), Ceyuan Ventures II, L.P. (“Ceyuan LP”), Ceyuan Ventures Advisors Fund II, LLC (“Ceyuan LLC”, collectively with NewMargin and Ceyuan LP, “Investors”) and Golden Wind Holdings Limited (“Golden Wind”).
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • November 5th, 2009 • GC China Turbine Corp. • Miscellaneous metal ores • Nevada
This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of October 30, 2009, is entered into by and among GC China Turbine Corp., a Nevada corporation (the "Company"), Golden Wind Holdings Limited ("Make Good Pledgor"), Clarus Capital Hong Kong Limited (“Agent”), Capitol City Escrow, Inc., as escrow agent ("Escrow Agent") and the investors that have executed a counterpart signature page to this Make Good Agreement (each, an “Investor” and collectively, the “Investors”).
Supplementary Agreement to the Call Option AgreementSupplementary Agreement • June 9th, 2010 • GC China Turbine Corp. • Engines & turbines
Whereas, on Oct 30th 2009, Xu Hong Bing and Golden Wind Holdings Limited (collectively called the “seller”) signed the Call Option Agreement (hereinafter call “Call Option Agreement”) with __________________ (hereinafter called the “Buyer”). On April 30th 2010, the Seller and Buyer entered into this Supplementary Agreement with respect to the following matters.
Warrant to Purchase a Maximum of [___________] Shares of Common Stock of GC China Turbine Corp. (Void after _____, 2009)Warrant Agreement • November 5th, 2009 • GC China Turbine Corp. • Miscellaneous metal ores • Nevada
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
