EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks
This EMPLOYMENT AGREEMENT (the “agreements”) is entered into as of August 26, 2010 by and between China Dredging Group Co., Ltd., a company incorporated and existing under the laws of the BVI (the “Company”)and Mr Xinrong Zhuo (Passport Number DA0088713), an individual (the “Executive”).The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect subsidiaries and affiliated (collectively, the “Group”).
Crewmen Assignment AgreementCrewmen Assignment Agreement • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks
Party A and Party B, after friendly consultation based on the principles of equality and mutual benefit and on the basis of the “Ship Leasing Contract” executed by the two parties, have reached the agreement regarding the matter of Party A assigning crewmen during the term of Party B’s lease of dredging engineering boat “Honglin Dredging 9” from Party A as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of October 29, 2010, by and among China Dredging Group Co., Ltd. (the “Company”), the purchasers listed on Schedule I hereto (the "Purchasers") and the shareholders listed on Schedule II hereto.
Crewmen Dispatch Contract (“Xing Gang Dredging 66”) (Unofficial Translation)Crewmen Dispatch Contract • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks
Party A and Party B, after friendly consultation based on the principles of equality and mutual benefit, have reached the agreement regarding the matter of Party A dispatching crewmen to work at relevant posts on Party B’s dredging engineering boat “Xing Gang Dredging 66” and set forth the following provisions to be adhered to by both:
Ship Lease Contract (“Honglin Dredging 18”) (Unofficial Translation)Ship Lease Contract • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks
Pursuant to the relevant provisions of the “People’s Republic of China Contract Law” and other applicable laws and statutes, Party A and Party B, after friendly consultation, have formulated this leasing contract terms to be adhered to by both parties.
This document has been translated for information purposes only; the Chinese text is the only valid document.Contracted Management Agreement • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks
Fujian WangGang Dredging Construction Co., Ltd. The WOFE “the “WOFE”), Whose legal representative is LIN Qing, at 16th Floor, Zhongshan Plaza, 154 Hudong Road, Fuzhou City, Fujian.
Engineering Boat Purchase and Sale Contract (Unofficial Translation)China Dredging Group Co., Ltd. • November 2nd, 2010 • Blank checks
Ship Lease Contract (“Hengsheng Dredging 88”) (Unofficial Transaltion)Ship Lease Contract • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks
Office Lease Agreement (Unofficial Translation)Office Lease Agreement • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks
Pursuant to the Contract Law of the People’s Republic of China as well as the related laws and regulations, and intended to define the rights and obligations of both Lessor and Lessee, this agreement is hereby reached through friendly consultations and must be complied by both parties.
Crewmen Assignment Agreement (“Hengsheng Dredging 88”) (Unofficial Translation)Crewmen Assignment Agreement • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks
Party A and Party B, after friendly consultation based on the principles of equality and mutual benefit and on the basis of the “Ship Leasing Contract” executed by the two parties, have reached the agreement regarding the matter of Party A assigning crewmen during the term of Party B’s lease of dredging engineering boat “Hengsheng Dredging 88” from Party A as follows:
This document has been translated for information purposes only; the Chinese text is the only valid document.Interest Pledge Agreement • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks
Fuzhou Wonder Dredging LLC (“Party C”) whose legal representative is LIN Qing, at Suite 1705 of 16th Floor, Zhongshan Plaza, 154 Hudong Road, Fuzhou City, Fujian.
SECURITIES PURCHASE AGREEMENT Dated as of October 29, 2010 among CHINA DREDGING GROUP CO., LTD. and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 29, 2010 by and among China Dredging Group Co., Ltd., a British Virgin Islands (“BVI”) business company (the “Company”), and each of the Purchasers whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
Ship Leasing Contract (“Honglin Dredging 9”) (Unofficial Translation)Ship Leasing Contract • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks
Pursuant to the relevant provisions of the “People’s Republic of China Contract Law” and other applicable laws and statutes, Party A and Party B, after friendly consultation, have formulated this leasing contract terms to be adhered to by both parties.
Unofficial Translation)China Dredging Group Co., Ltd. • November 2nd, 2010 • Blank checks
Ship Lease Supplemental Agreement (Unofficial Translation)Lease Supplemental Agreement • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks
Through friendly consultation, Party A and Party B agree upon the following supplements to the Ship Lease Agreement executed on January 8th, 2008:
Ship Lease Supplemental Agreement (Unofficial Translation)Lease Supplemental Agreement • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks
Through friendly consultation, Party A and Party B agree upon the following supplements to the Ship Lease Agreement executed on May 20th, 2008:
Engineering Boat Purchase and Sale Contract (Unofficial Translation)China Dredging Group Co., Ltd. • November 2nd, 2010 • Blank checks
Crewmen Assignment Supplemental Agreement (Unofficial Translation)Assignment Supplemental Agreement • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks
Whereas the two parties entered into Supplemental Ship Lease Agreement on April 13th, 2010, through friendly consultation, Party A and Party B agree upon the following supplements to the Crew Allocation Agreement executed on January 8th, 2008:
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks • New York
This SECURITIES ESCROW AGREEMENT (this “Agreement”), dated as of October 29, 2010, is entered into by and among China Dredging Group Co., Ltd., a British Virgin Islands company (the “Company”), each of the Purchasers whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”), Chardan Capital Markets, LLC (the “Purchaser Representative”), Mars Harvest Co. Ltd., a British Virgin Islands company (the “Principal Shareholder”), and Loeb & Loeb LLP (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND AMONG CHARDAN ACQUISITION CORP., SHAREHOLDERS OF CHARDAN ACQUISITION CORP., CHINA DREDGING GROUP CO., LTD. AND SHAREHOLDERS OF CHINA DREDGING GROUP CO., LTD. Dated as of October 27, 2010Agreement and Plan of Merger • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks • New York
This Agreement and Plan of Merger, dated as of October 27, 2010, is made by and among Chardan Acquisition Corp., a British Virgin Islands corporation (“Chardan Corp.”), Kerry Propper and Chardan Capital Markets, LLC (collectively, the “Chardan Shareholders”), China Dredging Group Co., Ltd., a company organized under the laws of the British Virgin Islands (the “Company”), and each of the Persons listed on Schedule II hereto who are shareholders of the Company (collectively, the “Shareholders,” and individually a “Shareholder”).
This document has been translated for information purposes only; the Chinese text is the only valid document.China Dredging Group Co., Ltd. • November 2nd, 2010 • Blank checks
Contract Relating to the Exclusive Purchase Right of the Equity Interest ( the “Agreement”), made the 30th day of June, 2010, in Fuzhou City，Fujian Province，among:
Office Lease Supplemental Agreement (Unofficial Translation)Office Lease Supplemental Agreement • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks
Through friendly consultations, both parties hereby agree to set forth the following covenants supplementary to the original Office Lease Agreement signed on January 1, 2010:
Crewmen Assignment Supplemental Agreement (Unofficial Translation)Assignment Supplemental Agreement • November 2nd, 2010 • China Dredging Group Co., Ltd. • Blank checks
Whereas the two parties entered into Supplemental Ship Lease Agreement on April 11th, 2010, through friendly consultation, Party A and Party B agree upon the following supplements to the Crew Allocation Agreement executed on May 20th, 2008:
