SHARE EXCHANGE AGREEMENT by and among DEERFIELD RESOURCES, LTD. LEADING ASIA PACIFIC INVESTMENT LIMITED and UNITECH INTERNATIONAL INVESTMENT HOLDINGS LIMITED,Share Exchange Agreement • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies • Nevada
This SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of February 10, 2010, is by and among Deerfield Resources, Ltd., a Nevada corporation ("Deerfield"), Leading Asia Pacific Investment Limited, a British Virgin Islands company ("Leading Asia"), and the sole shareholder of Leading Asia, Unitech International Investment Holdings Limited, a British Virgin Islands Company (the "Shareholder"). Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively, as the "Parties." Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.
ContractWarrant Agreement • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is made as of February 10, 2010, among Deerfield Resources, Ltd., a Nevada corporation (the “Company” ), and each signatory hereto (each, an “Investor” and collectively, the “Investors” ).
Working Capital Loan Contract China Everbright BankWorking Capital Loan Contract • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
Bank credit line: Shenzhen Sanjun Power Industries Co., Ltd. (“Borrower”)Credit Line Agreement • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
We (“Lender” / “Bank”) are glad to notify that we agree to grant you following bank credit line (“credit line”) in accordance with the articles and conditions hereof.
Sales contract Contract No.Sales Contract • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
Based on fairness and mutual interest and concerted negotiation, both parties of the seller and the buyer reach upon the agreement to obey together
Plant Lease ContractPlant Lease Contract • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
In accordance with Contract Law of the People’s Republic of China, Urban Estate Management Law of the People’s Republic of China, House Lease Regulation of Shenzhen Special Economic Zone and its implementation rules, this Contract is concluded by Party A and Party B through negotiation and reaching consensus.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 10th day of February, 2010, between Deerfield Resources, Ltd., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).
LEASE CONTRACTLease Agreement • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
WHEREAS Party A agrees to lease to Party B the estates and facilities located in Zhongcheng Industrial Zone, Shanglingpai, Dalang, Bao’an, Shenzhen, including Plants A3 & A5 (four floors each), Dormitory C1 (six floors), one office building (three floors) and fitness center, both parties conclude this Contract through friendly negotiation after reaching consensus.
