CNC Development Ltd. Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • November 7th, 2008 • CNC Development Ltd. • Services-engineering, accounting, research, management • New York

Agreement made as of September 4, 2007 between InterAmerican Acquisition Group Inc., a Delaware corporation, with offices at 2918 Fifth Avenue South, Suite 209, San Diego, California 92103 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).

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Stock Right Pledge Agreement
Stock Right Pledge Agreement • November 7th, 2008 • CNC Development Ltd. • Services-engineering, accounting, research, management

Whereas the statement above-mentioned, the both parties conclude the agreement as per the following conditions and terms through negotiation:

Agreement on Exclusive Purchase Right
Exclusive Purchase Right Agreement • November 7th, 2008 • CNC Development Ltd. • Services-engineering, accounting, research, management

A foreign-owned company limited established in People’s Republic of China (hereinafter referred to as “China”), the registered address is Room 1199, Silicon Valley Mansion, No.1198 Silicon Valley Street, Changchun Hi-tech Development Zone.

Exclusive Business Cooperation and Consulting Service Agreement
Exclusive Business Cooperation and Consulting Service Agreement • November 7th, 2008 • CNC Development Ltd. • Services-engineering, accounting, research, management

This Exclusive Business Cooperation and Consulting Service Agreement (“this agreement”) is signed by the two parties below on December 27, 2007.

AMENDED AND RESTATED WARRANT AGREEMENT
Warrant Agreement • September 15th, 2009 • CNC Development Ltd. • Services-engineering, accounting, research, management • New York

Agreement made as of September __, 2009 between CNC Development Ltd., a British Virgin Islands corporation, with offices at 970 Dalian Rd, Suite 909, Shanghai 200092 P.R.C (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).

CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT
Convertible Note Subscription Agreement • March 24th, 2010 • CNC Development Ltd. • Services-engineering, accounting, research, management • Virgin Islands
Voting Rights Proxy Agreement
Voting Rights Proxy Agreement • November 7th, 2008 • CNC Development Ltd. • Services-engineering, accounting, research, management

This voting rights proxy agreement (hereinafter “the Agreement”) is entered into as of December 27, 2007 among the following parties in Beijing

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