0001144204-08-028880 Sample Contracts

PANSOFT COMPANY LIMITED (a British Virgin Islands limited company) Offering: 1,200,000 Ordinary Shares ($6.00 per share) PLACEMENT AGREEMENT
Placement Agreement • May 14th, 2008 • Pansoft CO LTD • Virginia

The undersigned, Pansoft Company Limited a, British Virgin Islands limited company (the “Company”), hereby confirms its agreement with you as follows:

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PANSOFT COMPANY LIMITED WARRANT AGREEMENT
Warrant Agreement • May 14th, 2008 • Pansoft CO LTD • Virginia

Pansoft Company Limited, a British Virgin Islands limited (the “Company”), agrees to issue and sell to you a warrant (the “Warrant”) to purchase the number of ordinary shares of the Company set forth herein, subject to the terms and conditions contained herein.

ESCROW AGREEMENT
Escrow Agreement • May 14th, 2008 • Pansoft CO LTD • Virginia

This Escrow Agreement is made and entered into as of the ____ day of _________, 2008, by and among ANDERSON & STRUDWICK, INCORPORATED, a Virginia corporation (the “Placement Agent”), PANSOFT COMPANY LIMITED, a British Virgin Islands limited company (the “Company”) and SUNTRUST BANK, N.A. (the “Escrow Agent”).

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