CONSULTING SERVICES AGREEMENTConsulting Services Agreement • April 30th, 2010 • A.G. Volney Center, Inc • Wholesale-durable goods
This Consulting Services Agreement (this “Agreement”) is dated April 2, 2010, and is entered into in Dachang Hui Autonomous County, Hebei Province, People’s Republic of China (“PRC” or “China”) by and among Hebei Anbang Investment Consultation Co., Ltd. (“Party A”), and Dachang Hui Autonomous County Baosheng Steel Products Co., Ltd. (“Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”
SHARE EXCHANGE AGREEMENT by and among a Delaware corporation and Gold Promise (Hong Kong) Group Co., Limited a Hong Kong Corporation and the Shareholders of Gold Promise (Hong Kong) Group Co., Limited. and Joseph C. Passalaqua and Carl E. Worboys and...Share Exchange Agreement • April 30th, 2010 • A.G. Volney Center, Inc • Wholesale-durable goods • Delaware
THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this 28th day of April, 2010, by and between A.G. Volney Center, Inc., a Delaware corporation (hereinafter referred to as “Volney”) and Gold Promise Group (Hong Kong) Co., Limited, a Hong Kong company (hereinafter referred to as “Gold Promise”), Joseph C. Passalaqua (“Majority Shareholder”), Carl E. Worboys (“Worboys”) (together, Majority Shareholder and Worboys, the “Volney Shareholders”), Dachang Hui Autonomous County Baosheng Steel Products Co., Ltd. (“Baosheng”) and the shareholders of Gold Promise (the “Gold Promise Shareholders”), upon the following premises:
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • April 30th, 2010 • A.G. Volney Center, Inc • Wholesale-durable goods
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated April 2, 2010, and is entered into in Dachang Hui Autonomous County, Hebei Province, People’s Republic of China (“PRC” or “China”) by and among Hebei Anbang Investment Consultation Co., Ltd (“Pledgee”), and each of the shareholders listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”) of Dachang Hui Autonomous County Baosheng Steel Products Co., Ltd. (“Baosheng Company”). The Baosheng Company is made a party to this Agreement for the purpose of acknowledging the Agreement.
OPTION AGREEMENTOption Agreement • April 30th, 2010 • A.G. Volney Center, Inc • Wholesale-durable goods
This Option Agreement (this “Agreement”) is dated April 2, 2010, and is entered into in Dachang Hui Autonomous County, Hebei Province, People’s Republic of China (“PRC” or “China”) by and among Hebei Anbang Investment Consultation Co., Ltd. (“Party A”) and Dachang Hui Autonomous County Baosheng Steel Products Co., Ltd. (“Baosheng Company” or “Party B”), and the shareholders holding 100% of the issued and outstanding equity interests 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.”
OPERATING AGREEMENTOperating Agreement • April 30th, 2010 • A.G. Volney Center, Inc • Wholesale-durable goods
This Operating Agreement (this “Agreement”) is dated April 2, 2010, and is entered into in Dachang Hui Autonomous County, Hebei Province, People’s Republic of China (“PRC” or “China”) by and among Hebei Anbang Investment Consultation Co., Ltd. (“Party A”) and Dachang Hui Autonomous County Baosheng Steel Products Co., Ltd. (“Baosheng Company” or “Party B”), and the shareholders holding 100% of the issued and outstanding equity interests 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.”
Lease AgreementLease Agreement • April 30th, 2010 • A.G. Volney Center, Inc • Wholesale-durable goods
Both parties enter into an agreement by which Party B will rent land from Party A, through consultation of the Bureau of Land Management of county, town, and development zone, we agree and commonly adhere to the following conditions:
VOTING RIGHTS PROXY AGREEMENTVoting Rights Proxy Agreement • April 30th, 2010 • A.G. Volney Center, Inc • Wholesale-durable goods
This Voting Rights Proxy Agreement (the “Agreement”) is entered into in Dachang Hui Autonomous County, Hebei Province, People’s Republic of China (“PRC” or “China”) as of April 4, 2010 by and among Hebei Anbang Investment Consultation Co., Ltd. (“Party A”) and the undersigned shareholders (the “Shareholders”) of Dachang Hui Autonomous County Baosheng Steel Products Co., Ltd. (“Baosheng Company”). Party A and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”. The Baosheng Company is made a party to this Agreement for the purpose of acknowledging the Agreement.
