DEPOSIT AGREEMENTDeposit Agreement • May 12th, 2011 • Grand Farm Inc. • Grain mill products • New York
DEPOSIT AGREEMENT, dated as of [●], 2011, by and among (i) Grand Farm Inc., a company incorporated in the Cayman Islands, with its principal executive office at [No.2089 East Hanhua Road, Guohuan Town, Hanjiang District, Putian, Fujian Province, China 351111] and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
Employment Agreement of Fujian Grand Farm Foods Development Co., Ltd.Employment Agreement • May 12th, 2011 • Grand Farm Inc. • Grain mill products
This Employment Agreement (the “Agreement”) is entered into by and between Party A and Party B pursuant to the Contract Law of the People’s Republic of China and other relevant laws and regulations.
EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENTExclusive Equity Interest Purchase Agreement • May 12th, 2011 • Grand Farm Inc. • Grain mill products
THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into by and among the following parties effective as of September 25, 2010.
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • May 12th, 2011 • Grand Farm Inc. • Grain mill products
THIS EQUITY INTEREST PLEDGE AGREEMENT (this “Agreement”) is made and entered into by and among the following parties on September 25, 2010 in Fujian, the People’s Republic of China (“China” or the “PRC”):
Confidentiality and Non-compete AgreementConfidentiality and Non-Compete Agreement • May 12th, 2011 • Grand Farm Inc. • Grain mill products
This Confidentiality and Non-compete Agreement (the “Agreement”) is entered into by and between the parties listed below on April 1, 2010 in Putian, Fujian Province, People’s Republic of China (“China”).
Facility Lease Supplemental AgreementFacility Lease Supplemental Agreement • May 12th, 2011 • Grand Farm Inc. • Grain mill products
Whereas, pursuant to the Facility Lease Agreement entered into by Party A and Party B on June 15, 2009 (hereinafter the “Agreement”), Party B has completed renovation and equipment installation within the timeframe set forth in the Agreement, and in order to sufficiently protect the rights and benefits of Party B, the parties, upon mutual consultation, hereby supplement the Agreement as follows:
Grain Food Purchasing Agency AgreementGrain Food Purchasing Agency Agreement • May 12th, 2011 • Grand Farm Inc. • Grain mill products
In order to utilize Party B’s scale of grain purchasing to minimize cost and increase economic returns, Party A and Party B, after due consultation, hereby enter into the following agreement to facilitate the meeting of their mutual obligations with respect to grain food purchasing by agency:
Rice Sales AgreementSales Agreement • May 12th, 2011 • Grand Farm Inc. • Grain mill products
This Sales Agreement (hereafter the “Agreement”) is entered into by and between the parties listed below on [see attached schedule]:
OPERATING AGREEMENTOperating Agreement • May 12th, 2011 • Grand Farm Inc. • Grain mill products
THIS OPERATING AGREEMENT (the “Agreement”) is made and entered into among the following parties as of September 25, 2010 in Fujian, the People’s Republic of China (“China” or the “PRC”):
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE...Warrant Agreement • May 12th, 2011 • Grand Farm Inc. • Grain mill products • New York
This UNDERWRITER’S WARRANT (this “Warrant”) of Grand Farm, Inc., a corporation duly organized and validly existing under the laws of the Cayman Islands (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of _________ __, 2011 (the “Underwriting Agreement”), by and between the Company and Newbridge Securities Corporation (the “Underwriter”) relating to a firm commitment public offering (the “Offering”) of __________ ordinary shares, par value $.002 per share (“Ordinary Shares”) in the form of ______________ American Depositary Shares, each representing ___ Ordinary Share(s) (“ADSs”) underwritten by the Underwriter named in the Underwriting Agreement.
Employment Agreement of Fujian Grand Farm Foods Development Co., Ltd.Employment Agreement • May 12th, 2011 • Grand Farm Inc. • Grain mill products
This Employment Agreement (the “Agreement”) is entered into by and between Party A and Party B pursuant to the Contract Law of the People’s Republic of China and other relevant laws and regulations.
AGREEMENTPartnership Agreement • May 12th, 2011 • Grand Farm Inc. • Grain mill products
THIS AGREEMENT (the “Agreement”) is made and entered into among the following parties as of December 30, 2010 in Fujian, the People’s Republic of China (“China” or the “PRC”):
EXCLUSIVE TECHNICAL CONSULTING SERVICE AGREEMENTExclusive Technical Consulting Service Agreement • May 12th, 2011 • Grand Farm Inc. • Grain mill products
THIS EXCLUSIVE TECHNICAL CONSULTING SERVICE AGREEMENT (the “Agreement”) is made and entered into by and between the following parties as of September 25, 2010 in Fujian, the People’s Republic of China (“China” or the “PRC”):
Grain Food Purchase ContractGrain Food Purchase Contract • May 12th, 2011 • Grand Farm Inc. • Grain mill products
Pursuant to the Contract Law of the People’s Republic of China, the Regulations on Sales and Purchases of Grain, and other relevant laws and regulations, and based on the principles of fairness, justice and good faith, Party A and Party B, through mutual consultation, hereby enter into the following contract for purchase of grain food:
Ordinary Shares in the Form of American Depositary Shares GRAND FARM, INC Ordinary Shares in the Form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2011 • Grand Farm Inc. • Grain mill products • New York
Grand Farm, Inc, a company incorporated under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Newbridge Securities Corporation (“Newbridge” or the “Underwriter”) an aggregate of ___________ authorized but unissued ordinary shares (the “Underwritten Shares”), par value $0.002 per share (the “Ordinary Shares”), of the Company, and to grant the Underwriter the option to purchase an aggregate of up to ____________ additional Ordinary Shares (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”
Facility Lease AgreementFacility Lease Agreement • May 12th, 2011 • Grand Farm Inc. • Grain mill products
Pursuant to the relevant regulations of the State, Party A and Party B hereby enter into the following agreement regarding the lease of a manufacturing facility legally owned by Party A upon the principles of free will, equality and mutual benefit:
