Memorandum of UnderstandingMemorandum of Understanding • September 8th, 2008 • Paragon Semitech USA, Inc. • Semiconductors & related devices
Through friendly consultation among Party A, Party B and Party C, regarding the equity interest transfer of the Object Company, the following agreement has been reached:
C3 Capital, Limited And Gao Zhigang In matter of Xinjiang Ehe Mining and Metallurgy Co., Ltd. Enter Into Equity Interest Transfer Contract August, 2008Equity Interest Transfer Contract • September 8th, 2008 • Paragon Semitech USA, Inc. • Semiconductors & related devices
Party A: C3 Capital Limted, a company registered and established under the BVI Business Companies Companies Act 2004 and incorporated on October 25th 2007, its registration number is 1439706.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 8th, 2008 • Paragon Semitech USA, Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of September 2, 2008 by and between Paragon Semitech USA, Inc., a Delaware corporation with offices at 197 Route 18 South, Suite 3000, PMB 4157, East Brunswick, NJ 08816 (the “Company”) and The China Hand Fund I, LLC with an address at 420 Lexington Avenue, Suite 860, New York, NY 10170 and/or its successor and assigns (the “Investor” and together with the Company, the “Parties”).
C3 Capital, Limited And Changchun Master Industry Co., Ltd In matter of Yili Master Carborundum Production Co., Ltd. Enter Into Equity Interest Transfer Contract July, 2008Equity Interest Transfer Contract • September 8th, 2008 • Paragon Semitech USA, Inc. • Semiconductors & related devices
The equity interest transfer contract (hereinafter referred to as “Contract”) is made and entered into as the date of July 31st , 2008 at Beijing P. R. China by and among:
STOCK PURCHASE AGREEMENT By and between Tie LI, YILI CARBORUNDUM USA, INC. and PARAGON SEMITECH USA, INC. dated as of September 2, 2008Stock Purchase Agreement • September 8th, 2008 • Paragon Semitech USA, Inc. • Semiconductors & related devices • New York
This STOCK PURCHASE AGREEMENT, dated as of September 2, 2008 (the “Agreement”) by and among Tie LI, an individual residing at 22 Berkshire Way, East Brunswick, NJ 08816 (“Li”), YILI CARBORUNDUM USA, INC., a Delaware corporation (“Yili US”) and PARAGON SEMITECH USA, INC., a Delaware corporation (the “Company”).
PARAGON SEMITECH USA, INC. COMMON STOCK WARRANTWarrant Agreement • September 8th, 2008 • Paragon Semitech USA, Inc. • Semiconductors & related devices • New York
PARAGON SEMITECH USA, INC., a Delaware corporation (the “Company”), hereby certifies that ________________, and its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time commencing on the date hereof (the “Effective Date”), and terminating on September 1, 2011 (the “Termination Date”) _______________ (_______________) shares (each, a “Share” and collectively the “Shares”) of the Company’s common stock, $.001 par value per Share (the “Common Stock”), at an exercise price of $0.125 per Share (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof. Unless otherwise defined herein capitalized terms shall have the respective meanings ascribed to them in the Securities Purchase Agreement dated as of September 2, 2008 by and between the Company and The China Hand Fund I, LLC (the “Securities Purc
