0001144204-11-061604 Sample Contracts

FORM OF EQUITY INTEREST PLEDGE AGREEMENT
Equity Interest Pledge Agreement • November 7th, 2011 • Toda International Holdings Inc. • Blank checks

This Amended and Restated Equity Interest Pledge Agreement (hereinafter “this Agreement”) is entered into in Dalian, People’s Republic of China (“PRC” or “China”) on the day of Oct. 12, 2010 by the following parties:

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EQUITY INTEREST PURCHASE AGREEMENT
Equity Interest Purchase Agreement • November 7th, 2011 • Toda International Holdings Inc. • Blank checks

This Equity Interest Purchase Agreement (this “Agreement”) is entered into as of Oct. 12, 2010 between and by the following Parties in Dalian, People’s Republic of China (“China” or “PRC”):

LOAN AGREEMENT
Loan Agreement • November 7th, 2011 • Toda International Holdings Inc. • Blank checks

This Loan Agreement (the “Agreement”) is entered into as of Oct. 12, 2010 between and by the following Parties in Dalian, People’s Republic of China (“China” or “PRC”):

BUSINESS OPERATION AGREEMENT
Business Operation Agreement • November 7th, 2011 • Toda International Holdings Inc. • Blank checks

This Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Dalian, People’s Republic of China (“China” or “PRC”) as of Oct. 12, 2010:

Maximum real estate mortgage contracts
Toda International Holdings Inc. • November 7th, 2011 • Blank checks

To ensure that the debtor follows various duties fully and timely under the main contract (see details in article 10 of the contract), ensure the realization of credit of creditor, the mortgager is willing to provide mortgage guarantee with the collateral under the contract voluntarily and it bears guarantee responsibilities for all the liabilities of the debtor under the main contract.

Financing limit agreement (Large and medium enterprise)
Financing Limit Agreement • November 7th, 2011 • Toda International Holdings Inc. • Blank checks

In view of the fact that party B applied comprehensive credit limit (hereinafter referred to as “credit line”).This agreement is approved by the two sides based on the constitution of People’s Republic of China, in the spirit of equality, voluntaries and the principle of good faith.

Maximum Mortgage Contract of Movables
Toda International Holdings Inc. • November 7th, 2011 • Blank checks

To ensure that the debtor follows various duties fully and timely under the main contract (see details in article 10 of the contract), ensure the realization of credit of creditor, the mortgager is willing to provide mortgage guarantee with the collateral under the contract voluntarily and it bears guarantee responsibilities for all the liabilities of the debtor under the main contract.

Ref: (2009) Xin Kai Yin Zui Di Zi No. 000013-1 Maximum Value Mortgage Contract Prepared by: China CITIC Bank, Dalian Branch
Toda International Holdings Inc. • November 7th, 2011 • Blank checks

Columns and blank spaces under Withdrawal Plan or Repayment Schedule shall be filled with fold lines and handwritten/stamping words “The blank is left intentionally”. Other unnecessary blank spaces may be crossed with “/”.

Loan Contract
Loan Contract • November 7th, 2011 • Toda International Holdings Inc. • Blank checks

Mr. Zheng applies for loan for personal reason. His application has been approved by TOFA board. Two parties hereto agree as follow:

Maximum Mortgage Contract of Movables Mortgager Dalian TOFA New Materials Development CO., LTD. Mortgagee Shanghai Pudong Development Co., Ltd. Dalian Branch Address: Zhongshan Square, #3 Whereas:
Toda International Holdings Inc. • November 7th, 2011 • Blank checks

To ensure that the debtor follows various duties fully and timely under the main contract (see details in article 10 of the contract), ensure the realization of credit of creditor, the mortgager is willing to provide mortgage guarantee with the collateral under the contract voluntarily and it bears guarantee responsibilities for all the liabilities of the debtor under the main contract.

Loan Contract
Loan Contract • November 7th, 2011 • Toda International Holdings Inc. • Blank checks

Mr. Liu applies for loan for personal reason. His application has been approved by TOFA board. Two parties hereto agree as follow:

Loan Contract
Loan Contract • November 7th, 2011 • Toda International Holdings Inc. • Blank checks

Mr. Song applies for loan for personal reason. His application has been approved by TOFA board. Two parties hereto agree as follow:

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