CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks
This Consulting Services Agreement (this “Agreement”) is dated June 10, 2009, and is entered into in Laiyang City, Shangdong Province, People’s Republic of China (“PRC” or “China”) by and between Shangdong MeiKeFuBang Food Limited (“Party A”), and Shangdong Longkang Juice Co., Ltd (“Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”
HOLDBACK ESCROW AGREEMENTEscrow Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks • New York
This ESCROW AGREEMENT (the “Agreement”) is made as of October 22, 2009 by and between Emerald Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company”), No. 48 South Qingshui Road, Laiyang City, Shandong 265200 P.R. China, Anslow & Jaclin, LLP, 195 Route 9 South, 2nd Floor, Manalapan, NJ 07726 (the “Escrow Agent”), Grandview Capital, Inc. (the “Placement Agent”) and Access America Investments, LLC (the “Investor Representative”).
INCENTIVE OPTION AGREEMENT BETWEEN TANG, Chee Fung AND JIANG Zhide Date: 05 Aug, 2009Incentive Option Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks • Virgin Islands
THIS INCENTIVE OPTION AGREEMENT (this "Agreement") is made on August 5, 2009 by and between TANG, Chee Fung, a Hongkong citizen (the "Grantor") and JIANG Zhide ("Grantee").
LOCKUP AGREEMENTLockup Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks • New York
This AGREEMENT (the “Agreement”) is made as of the date set forth on the signature page of this Agreement by Proud Glory Limited (“Holder”), maintaining an address at P.O. Box 957 Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, in connection with its ownership of shares of Emerald Acquisition Corporation, a Cayman Islands corporation (the “Company”). Capital terms used and not otherwise defined herein shall have the respective meanings set for in the Private Placement Memorandum of the Company, dated as of October 1, 2009, and its attachments thereto (the “Memorandum”).
ContractWarrant Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE SECURITIES ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT.
ESCROW AGREEMENTEscrow Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks • New York
ESCROW AGREEMENT dated as of this 25th day of September 2009, by and among Emerald Acquisition Corporation, a Cayman Islands corporation (the “Company”), Merit Times International Limited, a company incorporated under the laws of the British Virgin Islands (“Merit Times”), AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a financial institution chartered under the laws of the State of New York (the “Agent”) and Grandview Capital, Inc., a Florida corporation (the “Placement Agent”).
INVESTOR RELATIONS ESCROW AGREEMENTInvestor Relations Escrow Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks • New York
This INVESTOR RELATIONS ESCROW AGREEMENT (this “Agreement”) is made as of October 22, 2009 by and between Emerald Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company”), No. 48 South Qingshui Road, Laiyang City, Shandong 265200 P.R. China, Anslow & Jaclin, LLP, 195 Route 9 South, 2nd Floor, Manalapan, NJ 07726 (the “Escrow Agent”), Grandview Capital, Inc. (the “Placement Agent”) and Access America Investments, LLC (the “Investor Representative”).
SHARE EXCHANGE AGREEMENT by and among Emerald Acquisition Corporation, a Cayman Islands corporation and Access America Fund, LP, a Delaware limited partnership and Merit Times International Limited, a British Virgin Islands corporation and the...Share Exchange Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks • Delaware
THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this 22nd day of October, 2009, by and between EMERALD ACQUISITION CORPORATION, a Cayman Islands exempted company incorporated with limited liability (hereinafter referred to as “Emerald”), ACCESS AMERICA FUND, LP, a Delaware limited partnership (hereinafter referred to as “AAI”), MERIT TIMES INTERNATIONAL LIMITED, a British Virgin Islands business company (hereinafter referred to as “Merit Times”) and the shareholders of Merit Times (the “Merit Times Shareholders”), upon the following premises:
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated June 10, 2009, and is entered into in Laiyang City, Shandong Province, People’s Republic of China (“PRC” or “China”) by and among Shangdong MeiKeFuBang Food Limited (“Pledgee”), Shangdong Longkang Juice Co., Ltd (“Party B” or the “Company”), and each of the shareholders of Party B listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”).
OPERATING AGREEMENTOperating Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks
This Operating Agreement (this “Agreement”) is dated June 10, 2009, and is entered into in Laiyang City, Shandong Province, People’s Republic of China (“PRC” or “China”) by and between Shangdong MeiKeFuBang Food Limited (“Party A”), Shangdong Longkang Juice Co., Ltd (“Party B”) (“Party B”), and shareholders holding 100% outstanding shares of Party B (the “Shareholders 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.”
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks • New York
This Make Good Escrow Agreement (the “Agreement”), dated as of October 22, 2009, is entered into by and among Emerald Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company”), Access America Investments, LLC, as representative of the Investors (the “Investor Representative”), Proud Glory Limited (the “Make Good Shareholder”) and Anslow & Jaclin, LLP (hereinafter referred to as the “Escrow Agent”). All capitalized terms used but not defined herein shall have the meanings assigned them in the Subscription Agreement, between the Company and each investor signatory thereto (the “Investors”) in the Offering.
OPTION AGREEMENTOption Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks
This Option Agreement (this “Agreement”) is dated June 10, 2009, and is entered into in Laiyang City, Shandong Province, People’s Republic of China (“PRC” or “China”) by and between Shangdong MeiKeFuBang Food Limited (“Party A”), and Shangdong Longkang Juice Co., Ltd. (“Party B”), and the undersigned shareholders of Party B (each a “Shareholder” and collectively the “Shareholders”). Party A, Party B and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
VOTING RIGHTS PROXY AGREEMENTVoting Rights Proxy Agreement • October 27th, 2009 • Emerald Acquisition CORP • Blank checks
This Voting Rights Proxy Agreement (the “Agreement”) is entered into in Laiyang City, Shandong Province, People’s Republic of China (“PRC” or “China”) as of June 10, 2009 by and among Shangdong MeiKeFuBang Food Limited (“Party A”), Shangdong Longkang Juice Co., Ltd (the “Company” or “Party B”), and the undersigned shareholders of Party B (the “Shareholders”). Party A, Party B and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
