0001144204-10-036814 Sample Contracts

2,500,000 Shares EMERALD ACQUISITION CORPORATION Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • July 7th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties • New York

Emerald Acquisition Corporation, a Cayman Islands corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of 2,500,000 authorized but unissued ordinary shares, (the “Underwritten Shares”) par value $0.001 per share, of the Company (the “Ordinary Shares”), and to grant the Underwriter the option to purchase an aggregate of up to 375,000 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.”

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EMPLOYMENT AGREEMENT
Employment Agreement • July 7th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties

This employment agreement (this “Agreement”) dated as of June 22, 2010 (the “Effective Date”), is made by and between Emerald Acquisition Corp., a Cayman Islands corporation (the “Company”) and Mr. Adam Wasserman (the “Executive”) (collectively, the “Parties”).

Patent Licensing Agreement
Patent Licensing Agreement • July 7th, 2010 • Emerald Acquisition CORP • Canned, frozen & preservd fruit, veg & food specialties

On May 25, 2009, Party A filed the below application to the State Intellectual Property Office of the People’s Republic of China (“SIPO”):

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