REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2010 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of September 10, 2010, by and among China Golf Group, Inc., a Delaware corporation (the “Company”), and the investors named on the signature page of this Agreement (each a "Investor" and collectively, the "Investors").
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
This Consulting Services Agreement (this “Agreement”) is dated September 25, 2009, and is entered into in Beijing, People’s Republic of China (“PRC” or “China”) by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Party A”), and Beijing Shungao Golf Course Management Co., Ltd. (“Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 31st, 2009 • Alpine Alpha 2, Ltd. • Blank checks • New York
This Consulting Services Agreement (this “Agreement”) dated September 1st, 2008 (the Effective Date”), is by and between Alpine Venture Associates, LLC (the “Consultant”), and Alpine Alpha 2, Ltd., a Delaware corporation with an address at PO Box 735, Alpine, New Jersey 07620 (the “Company”) .
ALPINE ALPHA 2, LTD SUBSCRIPTION AGREEMENTSubscription Agreement • August 29th, 2008 • Alpine Alpha 2, Ltd.
This will acknowledge that the undersigned hereby agrees to purchase _______ shares of common stock, par value $0.001, of Alpine Alpha 2, Ltd (the “Company”) at $_____ per share for a total of $____. The undersigned acknowledges that the shares of common stock have not been registered under the Securities Act of 1933, as amended, and that the securities received by the undersigned will bear a legend indicating the transfer of such securities shall be restricted by reason of the fact that such securities have not been so registered.
ContractAlpine Alpha 2, Ltd. • July 9th, 2010 • Blank checks • New York
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
VOTING RIGHTS PROXY AGREEMENTVoting Rights Proxy Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
This Voting Rights Proxy Agreement (the “Agreement”) is entered into in Beijing, People’s Republic of China (“PRC” or “China”) as of September 25, 2009 by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Party A”) and the undersigned shareholders (the “Shareholders”) of Beijing Shungao Golf Course Management Co., Ltd. (“Shungao Company”). Party A and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”. Shungao Company is made a party to this Agreement for the purpose of acknowledging the Agreement.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 9th, 2010 • Alpine Alpha 2, Ltd. • Blank checks • New York
This SHARE EXCHANGE AGREEMENT, dated July 6, 2010 (the “Agreement”) by and among Goodintend Holdings Limited, a BVI Business Company incorporated in the British Virgin Islands (“Goodintend”), Alpine Alpha 2, Ltd., a Delaware corporation (“AA2”) and the shareholders of Goodintend, whose names are set forth on Exhibit A attached hereto (“Goodintend Shareholders”).
HOLDBACK ESCROW AGREEMENTHoldback Escrow Agreement • July 9th, 2010 • Alpine Alpha 2, Ltd. • Blank checks • New York
This Holdback Escrow Agreement (the " Agreement"), dated effective as of July 6, 2010, is entered into by and among Alpine Alpha 2 Ltd., a Delaware corporation (the “Company”) Goodintend Holdings Limited, a BVI Business Company incorporated in the British Virgin Islands (“Goodintend”), certain shareholders of Goodintend, whose names are set forth on Exhibit A attached hereto (the "Pledgors," each referred to as a “Pledgor”) and Guzov Ofsink, LLC, as escrow agent ("Escrow Agent"). All capitalized terms used but not defined herein shall have the meanings assigned them in the Share Exchange Agreement as defined immediately below.
AGREEMENT TO TERMINATE EQUITY PLEDGE AGREEMENTAgreement to Terminate Equity Pledge Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
THIS AGREEMENT TO TERMINATE EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into as of March 22, 2011, by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Pledgee”), the shareholders listed on the signature page hereto holding the equity interests of Beijing Shungao Golf Course Management Co., Ltd. (“Pledgors”) and China Golf Group, Inc. (“the Company”, and with Pledgee and Pledgors collectively referred to as the “Parties”). China Golf Group, Inc., (the “Company”), is made a party to this Agreement for the sole purpose of acknowledging the Agreement.
AGREEMENT TO TERMINATE VOTING RIGHTS PROXY AGREEMENTAgreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
THIS AGREEMENT TO TERMINATE VOTING RIGHTS PROXY AGREEMENT (this “Agreement”) is made and entered into this as of March 22, 2011, by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Party A”), Beijing Shungao Golf Course Management Co., Ltd. (“Party B”), shareholders holding the equity interests of Party B (“Shareholders”) and China Golf Group, Inc ( the “Company”). The Company is made a party hereto for the sole purpose of acknowledging this Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in that certain Proxy Agreement (defined in the Recitals below).
OPERATING AGREEMENTOperating Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
This Operating Agreement (this “Agreement”) is dated September 25, 2009, and is entered into in Beijing, People’s Republic of China (“PRC” or “China”) by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Party A”) and Beijing Shungao Golf Course Management Co., Ltd. (“Shungao Company” or “Party B”), and the shareholders holding 100% of the issued and outstanding equity interests 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.”
OPTION AGREEMENTOption Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
This Option Agreement (this “Agreement”) is dated September 25, 2009, and is entered into in Beijing, People’s Republic of China (“PRC” or “China”) by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Party A”) and Beijing Shungao Golf Course Management Co., Ltd. (“Shungao Company” or “Party B”), and the shareholders holding 100% of the issued and outstanding equity interests 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.”
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • September 16th, 2010 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors • New York
This Securities Escrow Agreement (this “Agreement”) is made on September 10, 2010, by and among China Golf Group, Inc., a Delaware corporation (the “Company”), and the investors named on the signature page of this Agreement (together, the “Investors” and each an “Investor”) and Guzov Ofsink, LLC (the “Escrow Agent”). The aforementioned are also referred to individually herein as a “Party” and collectively herein as the “Parties.”
AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 9th, 2010 • Alpine Alpha 2, Ltd. • Blank checks • New York
This AMENDMENT (this “Amendment No.3”), to Note Purchase Agreement dated as of December 17, 2009 is made and entered into as of June 30, 2010 by and between Goodintend Holdings Limited, a company organized under the laws of the British Virgin Islands (the “Company”) and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
AGREEMENT TO TERMINATE CONSULTING SERVICES AGREEMENTAgreement to Terminate Consulting Services Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
THIS AGREEMENT TO TERMINATE CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of March 22, 2011, by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Party A”), Beijing Shungao Golf Course Management Co., Ltd. (“Party B”, and with Party A collectively referred to as the “Parties”). China Golf Group, Inc (the “Company”) is made a party to this Agreement for the sole purpose of acknowledging the Agreement.
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 9th, 2010 • Alpine Alpha 2, Ltd. • Blank checks • New York
Amendment No. 1, dated as of December 23, 2009 (this “Amendment”), to the Note Purchase Agreement, dated as of December 17, 2009 (the “Agreement”), by and between Goodintent Holding Limited, a company organized under the laws of the British Virgin Islands (the “Company”) and the investors signatory thereto (each an “Investor” and collectively, the “Investors”).
CLOSING ESCROW AGREEMENTClosing Escrow Agreement • September 16th, 2010 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors • New York
This Closing Escrow Agreement, dated as of September 10, 2010 (this “Agreement”), is entered into by and among China Golf Group, Inc., a Delaware corporation (the “Company”), and the investors named on the signature page of this Agreement (together, the “Investors” and each an “Investor” or an “Escrowing Party”) and Guzov Ofsink LLC (the “Escrow Agent”). The principal address of each party hereto is set forth on Exhibit A.
Purchase Agreement for the Assets of Beijing Xingwang Real Estate Co., Ltd.Purchase Agreement • April 5th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
Beijing Xingwang Real Estate Co., Ltd. is a Sino-foreign contractual joint venture founded by Maxwell Investment Ltd. and Beijing Shengwen Investment & Consulting Co., Ltd. The total investment of Beijing Xingwang Real Estate Co., Ltd. is USD 3.1 million and the registered capital is USD 2.17 million, in which Maxwell Investment Ltd. invested USD 2.17 million and Beijing Shengwen Investment & Consulting Co., Ltd. invested USD 0. The profits allocation and risks & losses bearing between Maxwell and Shengwen are 75% and 25% respectively.
AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 9th, 2010 • Alpine Alpha 2, Ltd. • Blank checks • New York
This AMENDMENT (this “Amendment No. 2”), to Note Purchase Agreement dated as of December 17, 2009 is made and entered into as of March 31, 2010 by and between Goodintend Holding Limited, a company organized under the laws of the British Virgin Islands (the “Company”) and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
AGREEMENT TO TERMINATE OPTION AGREEMENTAgreement to Terminate Option Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
THIS AGREEMENT TO TERMINATE OPTION AGREEMENT (this “Agreement”) is entered into as of March 22, 2011, by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Party A”), Beijing Shungao Golf Course Management Co., Ltd. (“Party B”), and shareholders holding the equity interests of Party B (“Shareholders” and with Party A, Party B and Chairman collectively referred to as the “Parties”). China Golf Group, Inc. (“the Company”), is made a party to this Agreement for the sole purpose of acknowledging the Agreement.
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated September 25, 2009, and is entered into in Beijing, People’s Republic of China (“PRC” or “China”) by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Pledgee”), and each of the shareholders listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”) of Beijing Shungao Golf Course Management Co., Ltd. (“Shungao Company”). The Shungao Company is made a party to this Agreement for the purpose of acknowledging the Agreement.
AGREEMENT TO TERMINATE OPERATING AGREEMENTAgreement to Terminate Operating Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
THIS AGREEMENT TO TERMINATE OPERATING AGREEMENT (this “Agreement”) is entered into as of March 22, 2011, by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Party A”), Beijing Shungao Golf Course Management Co., Ltd. (“Party B”), shareholders holding 100% equity interests of Party B (“Shareholders”). China Golf Gropu, Inc. (the “Company”) is made a party to this Agreement for the sole purpose of acknowledging the Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2010 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of September, 2010 between China Golf Group, Inc., a Delaware corporation (the “Company”), and the investors named on the signature page of this Agreement (together, the “Investors” and each an “Investor”).
WAIVER AND CONSENTWaiver and Consent • November 22nd, 2010 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
This Waiver and Consent is made as of November 19, 2010 by and among CHINA GOLF GROUP, INC. (f/k/a Alpine Alpha 2, Ltd.), a Delaware corporation (the “Company”), and each of the other signatories hereto (collectively, the “Investors”) in connection with certain Securities Purchase Agreement, dated September 10, 2010 (the “SPA”) and certain Registration Rights Agreement dated September 10, 2010 (the “RRA”). Each of the capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the SPA and the RRA.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 9th, 2010 • Alpine Alpha 2, Ltd. • Blank checks • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”), entered into and effective as of December 17, 2009, is by and between Goodintend Holding Limited, a company organized under the laws of the British Virgin Islands (the “Company”) and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
