SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2011 • NewEra Technology Development Co., LTD • Blank checks • Nevada
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 28th day of January, 2011, by and among NewEra Technology Development Co., Ltd., a Nevada corporation, with an address at 25-1303 Dongjin City Suite, East Dongshan Road, Huaina, Anhui Province, P.R.C. 232001 (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
AGREEMENT TO TERMINATE OPTION AGREEMENTAgreement to Terminate Option Agreement • September 28th, 2011 • China New Greenfood Co., LTD • Blank checks
THIS AGREEMENT TO TERMINATE OPTION AGREEMENT (this “Agreement”) is entered into as of September 27, 2011, by and among Qiyang County Xiangmei Food Technical Research and Development Co., Ltd., a foreign investment enterprise incorporated under the laws of the People’s Republic of China (“PRC”) (“WFOE”); Hunan Xiangmei Food Co., Ltd ., a limited liability company organized under the laws of the PRC (“Hunan Xiangmei”) and the shareholders holding 100% of the issued and outstanding equity interests of Hunan Xiangmei (“Shareholders”, with WFOE and Hunan Xiangmei collectively referred to as the “Parties”)
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • February 3rd, 2011 • NewEra Technology Development Co., LTD • Blank checks
This Equity Pledge Agreement (hereinafter this "Agreement"! is dated December 23,2010, and is entered into in Yongzhou City, Hunan Province, People's Republic of China (4TRC" or "China") by and among Qiyang County Xiangmei Food Technical Research and Development Co., Ltd. ("Pledgee"), and the shareholder listed on the signature pages hereto ( "Pledgor") of Hunan Xiangmei Food Co., Ltd. ("Hunan Xiangmei"). Hunan Xiangmei is made a party to this Agreement for the purpose of acknowledging the Agreement
OPTION AGREEMENTOption Agreement • February 3rd, 2011 • NewEra Technology Development Co., LTD • Blank checks
This Option Agreement (this "Agreement") is dated December 23, 2010, and is entered into in Yongzhou City, Hunan Province, People's Republic of China ("PRC" or "China") by and among Qiyang County Xiangmei Food Technical Research and Development Co., Ltd. ("Party_A") and Hunan Xiangmei Food Co., Ltd. ("Hunan Xiangmei" or "Party B"), and the sole shareholder holding 100% of the issued and outstanding equity interests of Party B (the "Shareholder 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."
INVESTMENT AGREEMENTInvestment Agreement • February 3rd, 2011 • NewEra Technology Development Co., LTD • Blank checks
CALL OPTION AGREEMENT BETWEEN LUCY XIA AND Individual Listed in Schedule A 附件A所列个人 Date: January 15, 2011Call Option Agreement • February 3rd, 2011 • NewEra Technology Development Co., LTD • Blank checks • Virgin Islands
THIS CALL OPTION AGREEMENT (this "Agreement") is made on January 15, 2011 by and between LUCY XIA, with U.S. Passport number of 075323787 (the "Grantor"), and the individual listed in Schedule A (the "Grantee").
ContractGlutinous Rice Order and Planting Agreement • February 3rd, 2011 • NewEra Technology Development Co., LTD • Blank checks
VOTING RIGHTS PROXY AGREEMENTVoting Rights Proxy Agreement • February 3rd, 2011 • NewEra Technology Development Co., LTD • Blank checks
This Voting Rights Proxy Agreement (the "Agreement") is entered into in Yongzhou City, Hunan Province, People's Republic of China ("PRC" or "China") as of December 23, 2010 by and among Qiyang County Xiangmei Food Technical Research and Development Co., Ltd. ("Party A") and the undersigned shareholder (the "Shareholder") of Hunan Xiangmei Food Co., Ltd. ("Hunan Xiangmei"). Party A and the Shareholders are each referred to in this Agreement as a "Party" and collectively as the "Parties". Hunan Xiangmei is made a party to this Agreement for the purpose of acknowledging the Agreement
Xiangmei Food Co., Ltd. Suppliers Agreement Raw Material Suppliers AgreementSuppliers Agreement • February 3rd, 2011 • NewEra Technology Development Co., LTD • Blank checks
This Agreement is entered into by and between the parties, upon friendly consultations and negotiations under the PRC Contract Law and related rules and regulations, with respect to the raw materials supplied by Party B to Party A, on terms and conditions mutually agreed upon as follows:
PROPERTY LEASE AGREEMENTProperty Lease Agreement • February 3rd, 2011 • NewEra Technology Development Co., LTD • Blank checks
This Agreement is entered into by and between the parties, upon friendly consultations and negotiations under the PRC Contract Law and related rules and regulations, with respect to the matter of land property leasing for the business operation purpose, on terms and conditions mutually agreed upon as follows:
Entrust Planting AgreementEntrust Planting Agreement • February 3rd, 2011 • NewEra Technology Development Co., LTD • Blank checks
AGREEMENT TO TERMINATE CONSULTING SERVICES AGREEMENTTermination Agreement • September 28th, 2011 • China New Greenfood Co., LTD • Blank checks
THIS AGREEMENT TO TERMINATE CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of September 27, 2011, by and among Qiyang County Xiangmei Food Technical Research and Development Co., Ltd., a foreign investment enterprise incorporated under the laws of the People’s Republic of China (“PRC”) (“WFOE”); Hunan Xiangmei Food Co., Ltd ., a limited liability company organized under the laws of the PRC (“Hunan Xiangmei”) (WFOE and Hunan Xiangmei collectively referred to as the “Parties”)
Equity Transfer AgreementEquity Transfer Agreement • June 1st, 2011 • China New Greenfood Co., LTD • Blank checks
WHEREAS, Party B legally owns 50% of the equity interests of Qiyang Honghui Agricultural Science and Technology Co., Ltd.,(thereinafter referred to as “Company”) which is registered in Qiyang County, Yongzhou City, Hunan Province, China. Party C lawfully also legally owns 50% of the equity interests of Qiyang Honghui Agricultural Science and Technology Co., Ltd., which is registered in Qiyang County, Yongzhou City, Hunan Province, China. Party B and Party C collectively own 100% of the equity interests of the Company.
SHARE EXCHANGE AGREEMENT by and among NEWERA TECHNOLOGY DEVELOPMENT CO., LTD., a Nevada Company and GRAIN WEALTH LIMITED, a British Virgin Islands Company and THE SHAREHOLDERS OF GRAIN WEALTH LIMITED LISTED ON EXHIBIT A Dated as of January 28, 2011Share Exchange Agreement • February 3rd, 2011 • NewEra Technology Development Co., LTD • Blank checks • Nevada
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of January 28, 2011, is by and among NewEra Technology Development Co., Ltd., a Nevada corporation (“NewEra”), Grain Wealth Limited, a British Virgin Islands company (“Grain Wealth”), and the shareholders of Grain Wealth identified on Exhibit A hereto (together referred to herein as the “Grain Wealth Shareholders,” each a “Grain Wealth Shareholder”). Each party to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
OPERATING AGREEMENTOperating Agreement • February 3rd, 2011 • NewEra Technology Development Co., LTD • Blank checks
This Operating Agreement (this "Agreement") is dated December 23,2010, and is entered into in Huainan City, Anhui Province, People's Republic of China ("PRC or "China") by and among Qiyang County Xiangmei Food Technical Research and Development Co., Ltd. ("Party A") and Hunan Xiangmei Food Co., Ltd. ("Hunan Xiangmei" or "Party B"), and the sole shareholder holding 100% of the issued and outstanding equity interests of Party B (the "Shareholder of Party B" or "Party CV Party A, Party B, and Party C are each referred to in this Agreement as a "Party" and collectively as the "Parties."
ContractWarrant Agreement • February 3rd, 2011 • NewEra Technology Development Co., LTD • Blank checks • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
Agricultural Products Purchase AgreementAgricultural Products Purchase Agreement • February 3rd, 2011 • NewEra Technology Development Co., LTD • Blank checks
For the purpose to develop the long-term cooperation between the parties, this Agreement is entered into by and between the parties on terms and conditions mutually agreed upon as follows:
AGREEMENT TO TERMINATE EQUITY PLEDGE AGREEMENTAgreement to Terminate Equity Pledge Agreement • September 28th, 2011 • China New Greenfood Co., LTD • Blank checks
THIS AGREEMENT TO TERMINATE EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into as of September 27, 2011, by and among Qiyang County Xiangmei Food Technical Research and Development Co., Ltd , a company incorporated under the laws of People’s Republic of China (“PRC”) (“Pledgee”); Hunan Xiangmei Food Co., Ltd., a limited liability company organized under the laws of the PRC (“Hunan Xiangmei”) and the shareholders of Hunan Xiangmei (“Pledgor”, with Pledgee and Hunan Xiangmei collectively referred to as the “Parties”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 3rd, 2011 • NewEra Technology Development Co., LTD • Blank checks
This Consulting Services Agreement (this "Agreement") is dated December 23, 2010, and is entered into in Yongzhou City, Hunan Province, People's Republic of China ("PRC" or "China") by and among Qiyang County Xiangmei Food Technical Research and Development Co., Ltd. ("Party A"), and Hunan Xiangmei Food Co., Ltd. ("Party B"). Party A and Party B are referred to collectively in this Agreement as the "Parties."
AGREEMENT TO TERMINATE OPERATING AGREEMENTAgreement to Terminate Operating Agreement • September 28th, 2011 • China New Greenfood Co., LTD • Blank checks
THIS AGREEMENT TO TERMINATE OPERATING AGREEMENT (this “Agreement”) is entered into as of September 27, 2011, by and among Qiyang County Xiangmei Food Technical Research and Development Co., Ltd., a foreign investment enterprise incorporated under the laws of the People’s Republic of China (“PRC”) (“WFOE”); Hunan Xiangmei Food Co., Ltd ., a limited liability company organized under the laws of the PRC (“Hunan Xiangmei”) and the shareholders holding 100% of the issued and outstanding equity interests of Hunan Xiangmei (“Shareholders”, with WFOE and Hunan Xiangmei collectively referred to as the “Parties”)
AGREEMENT TO ASSIGN CALL OPTION AGREEMENTCall Option Agreement • June 1st, 2011 • China New Greenfood Co., LTD • Blank checks • Virgin Islands
THIS AGREEMENT TO ASSIGN CALL OPTION AGREEMENT (this “Agreement”) is dated April 25, 2011, by and among Lucy Xia, with U.S. Passport number of 075323787 (the “Assignor”), Huiling Zhou, with Philippine Passport with number of XX4039845 (the “Assignee”) and ZHOU Taiping, a PRC citizen (“Grantee”). Assignor, Assignee and Grantee are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
AGREEMENT TO TERMINATE VOTING RIGHTS PROXY AGREEMENTTermination Agreement • September 28th, 2011 • China New Greenfood Co., LTD • Blank checks
