OPTION AGREEMENTOption Agreement • January 21st, 2011 • American Smooth Wave Ventures, Inc. • Retail-food stores • Virgin Islands
This OPTION AGREEMENT (the “Agreement”) is made as of December 1st, 2010 (the “Effective Date”), between and among (i) Lam Mei Ying, an individual citizen of Hong Kong (the “Grantor”); and (ii) each of the signatories to this Agreement indicated as an “Optionee” on the signature page hereof, each an individual citizen of the People’s Republic of China (collectively, the “Optionees”) (each of the foregoing, a “Party” and together, the “Parties”) relating to shares of a shell company (the “Shell Company”). Capitalized terms not otherwise defined have the meanings assigned to them in Exhibit A to this Agreement.
EXCLUSIVE BUSINESS AND CONSULTING SERVICES AGREEMENTExclusive Business and Consulting Services Agreement • January 21st, 2011 • American Smooth Wave Ventures, Inc. • Retail-food stores
This Exclusive Business and Consulting Services Agreement (the “Agreement”) is entered into by and between the following two parties in Jinjiang, Fujian Province, the People’s Republic of China (the “PRC”) on November 18, 2010.
Share Pledge AgreementShare Pledge Agreement • January 21st, 2011 • American Smooth Wave Ventures, Inc. • Retail-food stores
This Share Pledge Agreement (this “Agreement”) was entered into and between the following parties in Jinjiang, Fujian Province, the People’s Republic of China (the “PRC”) on 18 November, 2010.:
Option AgreementOption Agreement • January 21st, 2011 • American Smooth Wave Ventures, Inc. • Retail-food stores
THIS OPTION AGREEMENT (this “Agreement”) is entered into and among the following parties (the “Parties”) in Jinjiang, Fujian Province, the People’s Republic of China (the “PRC”) on 18 November, 2010:
INTELLECTUAL PROPERTIES LICENSE AGREEMENTIntellectual Properties License Agreement • January 21st, 2011 • American Smooth Wave Ventures, Inc. • Retail-food stores
This Intellectual Properties License Agreement (this “Agreement”) is entered into and between the following two parties in Jinjiang, Fujian Province, the People’s Republic of China (the “PRC”) on 18 November, 2010.
Business Operations AgreementBusiness Operations Agreement • January 21st, 2011 • American Smooth Wave Ventures, Inc. • Retail-food stores
THIS BUSINESS OPERATIONS AGREEMENT (this “Agreement”) is entered into and among the following parties (the “Parties”) in Jinjiang, Fujian Province, the People’s Republic of China (the “PRC”) on 18 November, 2010:
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • January 21st, 2011 • American Smooth Wave Ventures, Inc. • Retail-food stores • New York
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is dated as of January 21, 2010, and is by and among Ailibao International Investment Limited, a British Virgin Islands corporation (“Ailibao”), and the undersigned shareholders of Ailibao (the “Ailibao Shareholders”), American Smooth Wave Ventures, Inc., a Iowa corporation (the “Company”), and MCC Profit Sharing Plan (the “Company Principal Shareholder”). Ailibao is a party to this Agreement solely to make representations and warranties as set forth herein.
