WARRANTS IN VISITALK CAPITAL CORPORATION AND ITS OPERATING SUBSIDIARIES CLASSES 1 THROUGH 7 Master Warrant Agreement and related information BookletPlan Warrant Agreement • January 21st, 2009 • China Golden Dragon Travel Group
This Plan Warrant Agreement is effective as of the Effective Date of the Second Joint Plan of Reorganization of visitalk.com, Inc. and other Co-Proponents dated June 22, 2004. This Plan Warrant Agreement and the Plan Warrants are only valid if a Warrant Holder executes a Warrant Acceptance and Effective Delivery Agreement before March 31, 2006; and such Warrant Acceptance and Effective Delivery Agreement is received by Visitalk Capital Corporation before April 15, 2006.
SHARE EXCHANGE AGREEMENT by and among BAY PEAK 2 ACQUISITION CORP. TOUCHSTONE INDUSTRY GROUP LIMITED and THE SHAREHOLDERS OF TOUCHSTONE INDUSTRY GROUP LIMITED NAMED HEREIN Dated as of November 30, 2008Share Exchange Agreement • January 21st, 2009 • China Golden Dragon Travel Group • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of November 30, 2008, is by and among Bay Peak 2 Acquisition Corp., a Nevada corporation (“BP2”), Touchstone Industry Group Limited, a British Virgin Islands company (“TIGL”), and the Persons identified on Annex A hereto (together referred to herein as the “Shareholders”, each a “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 B hereto.
English Translation) Labor ContractChina Golden Dragon Travel Group • January 21st, 2009
EARN-IN AGREEMENTEarn-in Agreement • January 21st, 2009 • China Golden Dragon Travel Group • New York
This EARN-IN AGREEMENT (the “Agreement”) is made as of September 1, 2008 (the “Effective Date”), between and among (i) Song LiQiang, a citizen of the United States of America (the “Shareholder”) ; and (ii) Yuan Xuetian and Chen Jinwei, individual citizens of the People’s Republic of China (collectively the “Buyers”, each a “Buyer”) (each of the foregoing, a “Party” and together, the “Parties”). Capitalized terms not otherwise defined have the meanings assigned to them in Appendix A to this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 21st, 2009 • China Golden Dragon Travel Group • Nevada
THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made and entered into as of October 30, 2008, by and among Touchstone Industry Group Limited, a British Virgin Islands corporation ("TIGL") and BayPeak LLC, a California limited liability company ("BayPeak").
English Translation) Loan AgreementChina Golden Dragon Travel Group • January 21st, 2009
As of December 31st 2007, Party A borrowed from Party B totaling RMB 34,152,826 Yuan, which was used for market exploitation. The two parties negotiated and agreed that the loan was free of interest. Party A should repay RMB 9.5 million Yuan by the end of October 2008. For another part of the loan, amount to RMB 6.2 million Yuan, Party A planned to repay by netting off its profit distribution from Party B by the end of 2008. The two parties negotiated and agreed that the remaining loan was treated as distribution to Party A. The agreement is duplicated. Party A and Party B shall each take one copy.
English Translation) Extension Agreement to Credit Loan Agreement for Automobile BuyerChina Golden Dragon Travel Group • January 21st, 2009
Debtor (hereinafter “Party A”): Tianjin Golden Dragon International Travel Service Co., Ltd Address: 2-D-510, Xinliju, Xinwenhua Garden, Fu'an Street, Heping District, Tianjin, China Postcode: 300021 Telephone: 022-23068003 Fax: 022-23068002
