Deerfield Resources, Ltd. Sample Contracts

English Translation) Shenzhen Employment Agreement Prepared by Shenzhen Bureau of Labor and Social Security (For full-time employees)
Employment Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining

This employment agreement is made and entered into by and between Employer (hereafter referred to as Party A) and Employee (hereafter referred to as Party B). As provided by Labor Law of the People’s Republic of China (hereafter referred to as Labor Law), Labor Contract Law of the People’s Republic of China (hereafter referred to Labor Contract Law) and other relevant laws and administrative regulations, on voluntary basis and equal standing, it is agreed by and between Party A and Party B as follows:

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SHARE EXCHANGE AGREEMENT by and among DEERFIELD RESOURCES, LTD. LEADING ASIA PACIFIC INVESTMENT LIMITED and UNITECH INTERNATIONAL INVESTMENT HOLDINGS LIMITED,
Share Exchange Agreement • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies • Nevada

This SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of February 10, 2010, is by and among Deerfield Resources, Ltd., a Nevada corporation ("Deerfield"), Leading Asia Pacific Investment Limited, a British Virgin Islands company ("Leading Asia"), and the sole shareholder of Leading Asia, Unitech International Investment Holdings Limited, a British Virgin Islands Company (the "Shareholder"). Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively, as the "Parties." Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.

Contract
Warrant Agreement • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is made as of February 10, 2010, among Deerfield Resources, Ltd., a Nevada corporation (the “Company” ), and each signatory hereto (each, an “Investor” and collectively, the “Investors” ).

FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • August 23rd, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

SUBSCRIPTION AGREEMENT (this "Agreement") made as of this 10th day of February, 2010, between Deerfield Resources, Ltd., a Nevada corporation (the "Company"), and the undersigned (the "Subscriber").

English Translation) Confidentiality Agreement
Confidentiality Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining

As provided by national and provincial law, administrative regulations and the Unfair Competition Law of the People's Republic of China, it is agreed by and between Party A and Party B as follows:

English Translation) Realty Lease Contract
Realty Lease Contract • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining

This realty lease contract is entered into by and between Party A and Party B based on “China Contract Law”, “China Real Estate Administrative Law”, “Shenzhen Special Economic Zone House Leasing Act” and their implementing regulations. In consideration of the mutual covenants and agreements herein contained, it is agreed by and between the lessor and the lessee as follows:

Property Purchase Agreement
Property Purchase Agreement • August 30th, 2011 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies

The seller (hereafter to be called party A) 1.Shenzhen Deli Investment Development Ltd. Legal Representative: Wang, Wei Address: North Renmin Road, Luohu District, Shenzhen

CANCELLATION AGREEMENT
Cancellation Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining • Nevada

CANCELLATION AGREEMENT, dated February 10, 2010 (this “Agreement”), by and among, Deerfield Resources, Ltd., a Nevada corporation (the “Company”), and United Fertilisers (UK) Ltd. (the “Cancelling Party”).

Supplemental Agreement of the Property Purchase Agreement
Supplemental Agreement • August 30th, 2011 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies

The seller (hereafter to be called party A): Shenzhen Borou Industrial Co., Ltd. (the “Borou”) Legal Representative: Wang, Hui Address: North Renmin Road, Luohu District, Shenzhen

Bank Loan Agreement
Bank Loan Agreement • October 21st, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies

Purpose Working capital to purchase raw materials. The Borrower may not change the purpose of the loan without written consent by the Bank

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 26th, 2006 • Deerfield Resources, Ltd.
Bank Loan Agreement
Bank Loan Agreement • August 23rd, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies

Repayment and Repayment in advance The Borrower shall repay the loan according to the contract. Repayment in advance shall be approved by the Bank with at least one month notice in advance.

AMENDMENT TO CONSUMER BATTERY LICENSE AGREEMENT
Consumer Battery License Agreement • August 23rd, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies

This Amendment to the Consumer Battery License Agreement of August 8, 2006 (the “Amendment to CBLA”) effective as of May 22, 2009 (“Amendment Effective Date”), by and between Ovonic Battery Company, Inc. a corporation of the state of Delaware, the United States of America, 2983 Waterview Drive, Rochester Hills, Michigan 48309 (‘OBC”) and TMK Power Industries Ltd, a Chinese company, having a place of business at San-Jun Industrial Park, Hua-Wang Road, Da-Lang, Long-Hua Town, Shenzhen 518109, Peoples Republic of China (“TMK”).

Working Capital Loan Contract China Everbright Bank
Working Capital Loan Contract • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
Bank credit line: Shenzhen Sanjun Power Industries Co., Ltd. (“Borrower”)
Credit Line Agreement • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies

We (“Lender” / “Bank”) are glad to notify that we agree to grant you following bank credit line (“credit line”) in accordance with the articles and conditions hereof.

TERMINATION AND RELEASE AGREEMENT
Termination and Release Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining • New York

THIS TERMINATION AND RELEASE AGREEMENT (this "Agreement") is effective as of February 10, 2010 (the "Effective Date"), by and among ASK Prospecting & Guiding Inc , having an office at 443 JR Smallwood Bvld., Gambo, Newfoundland, Canada, A0G-2E0 (the "Vendor") and Deerfield Resources, Ltd., a Nevada Corporation, having an office at 50 Christopher Columbus Drive, Suite 1606, Jersey City, New Jersey 07302, USA (the "Purchaser"). Each of the Vendor and the Purchaser are referred to as a "Party" and together as "Parties" hereto.

Sales contract Contract No.
Sales Contract • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies

Based on fairness and mutual interest and concerted negotiation, both parties of the seller and the buyer reach upon the agreement to obey together

English Translation) Bank Loan Agreement
Bank Loan Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining

Purpose Working capital and repayment of the loans of other banks. The Borrower may not change the purpose of the loan without written consent by the Bank

OPTION AGREEMENT
Option Agreement • August 23rd, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies • Hong Kong

This OPTION AGREEMENT (the “Agreement”) is made as of February 5, 2010 (the “Effective Date”), between (i) Li Guifang (Hong Kong ID Number: 2621 2710 5364), a Hong Kong resident (the “Grantor”); and (ii) Wu Henian, an individual citizen of the People’s Republic of China (the “Optionee”) (each of the foregoing, a “Party” and together, the “Parties”). Capitalized terms not otherwise defined have the meanings assigned to them in Exhibit A to this Agreement.

Plant Lease Contract
Plant Lease Contract • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies

In accordance with Contract Law of the People’s Republic of China, Urban Estate Management Law of the People’s Republic of China, House Lease Regulation of Shenzhen Special Economic Zone and its implementation rules, this Contract is concluded by Party A and Party B through negotiation and reaching consensus.

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English Translation) Bank Loan Agreement
Bank Loan Agreement • August 23rd, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies

Principal The Bank will grant the Borrower a loan credit of RMB 15,300,000. The loan will be paid to the Borrower in 36 monthly installments. The Bank can change, revoke the credit at any time upon its discretion.

English Translation) Bank Loan Agreement
Bank Loan Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining

Principal The Bank will grant the Borrower a loan credit of RMB 15,300,000. The loan will be paid to the Borrower in 36 monthly installments. The Bank can change, revoke the credit at any time upon its discretion.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 24th, 2009 • Deerfield Resources, Ltd. • Metal mining • New York

SECURITIES PURCHASE AGREEMENT, dated as of _______ __, 2009 (this “Agreement”), by and between _____________________________ (“Purchaser”), and DEERFIELD RESOURCES, LTD., a Nevada corporation (the “Company”).

English Translation) Equity Transfer Agreement
Equity Transfer Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining

Zongfu Wang (“Party B”) Domicile: No.141, Jinfu Pavilion, Jinyuan Building, No. 3008, South Bao'an Road, Luohu District, Shenzhen City, Guangdong Province ID No. : 440303196404243717

Short-term Loan Agreement
Short-Term Loan Agreement • May 12th, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies

The Lender will lend RMB 8 million to the Borrower and the proceeds will be used as flowing capital for production. The term of the loan is from August 24, 2009 to August 23, 2010 at the rate of 5.31‰ per month. The interest will be paid on a quarterly basis. 30% of the principal of the loan shall be repaid within six month since the draw of the fund, and the Borrower shall deposit at the Lender in its settlement account no less than 30% of the revenue of the Borrower.

Supplemental Agreement of Ownership Transfer of Borou
Supplemental Agreement of Ownership Transfer • August 30th, 2011 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies

The transferor and transferee signed The Ownership Transfer Witness Certification on July 10, 2009. The following is supplemental to the Certification:

MAKE GOOD ESCROW AGREEMENT
Make Good Escrow Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining • New York

This Make Good Escrow Agreement (the “Make Good Agreement”), dated effective as of February 10, 2010, is entered into by and among Deerfield Resources, Ltd., a Nevada corporation (the “Company”), the Investors (as defined below), Unitech International Investment Holdings Limited, a company organized and existing under the laws of the British Virgin Islands (the “Controlling Stockholder”), Ms. Guifang Li and Mr. Henian Wu (the Controlling Stockholder, Guifang Li and Henian Wu collectively being referred to herein as the “Make Good Pledgors”), Westminster, a division of Hudson Securities, Inc. as placement agent to the Company (“Placement Agent”) and Escrow, LLC, as escrow agent (“Escrow Agent”).

Loan Agreement (Mid/Long Term) No. (2009) Zhen Zhongyin Small/Medium Enterprise Jie Zi No.10035
Loan Agreement • May 12th, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies

The Lender will lend RMB40 million to the Borrower and the proceeds will be used for cash flow and fixed assets. The term of the loan is 36 months commencing from the actual drawdown date. The interest rate is floating 10% above the interest rate for one to three years loan promulgated the People’s Bank of China and determined every three months. The interest will be paid on a monthly basis. The Borrower needs to repay the loan in installments, which are RMB 1 million each month from August 15th, 2011 to July 15th, 2012, and then RMB 8 million on and before August 5th, 2012, and RMB20 million will be repaid upon the expiration of the loan. If the Borrower wishes to repay the loan early, it needs to notify the Lender in writing 30 days in advance, and the Lender has the right to charge 2% of the early repaid amount to cover the loss of the interest.

Share Transfer Agreement
Share Transfer Agreement • August 15th, 2011 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies

Transferor: Shenzhen Guangyixin Battery Co., Ltd (thereafter refers to as “Party A”) Address: Dormitory 4-302, Jishengchang Industrial Zone, No. 9 Nanjing Road, Buji Street, Longgang District, Shenzhen City, Guangdong Province. Registration No.: 4403071260359 Legal representative: Chen Wei Personal ID No.: 422126196810064556

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 10th day of February, 2010, between Deerfield Resources, Ltd., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).

English Translation) Equity Transfer Agreement
Equity Transfer Agreement • November 12th, 2014 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies

Shenzhen TMK Power Industries Ltd. (the “Company” ) was established by Party A and Party B and Party C in Shenzhen on September 3, 2001, with a registered capital of RMB 10,000,000 (ten million Yuan). Party A holds 58% and Party B holds 30% and Party C holds 12% of the Company's equity.

SHARE PURCHASE AGREEMENT BETWEEN CHINA TMK BATTERY SYSTEMS INC. MR. WU, HE-NIAN AND CHINA DEVELOPMENT INDUSTRIAL BANK
Share Purchase Agreement • August 15th, 2011 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

(The Seller, the Buyer and the Founder are each referred to herein as a “Party” and are collectively referred to as the “Parties”)

English Translation) Bank Loan Agreement
Bank Loan Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining

Repayment and Repayment in advance The Borrower shall repay the loan according to the contract. Repayment in advance shall be approved by the Bank with at least one month notice in advance.

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