0001144204-15-057071 Sample Contracts

UNDERWRITING AGREEMENT between GENERAL AGRICULTURE CORPORATION (the “Company”) and SPARTAN SECURITIES GROUP, LTD. (the “Underwriter”) GENERAL AGRICULTURE CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • September 29th, 2015 • General Agriculture Corp • Agricultural production-crops • New York

The undersigned, General Agriculture Corporation, a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of the Company, the “Company”), hereby confirms its agreement with Spartan Securities Group, Ltd. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”), with respect to the sale by the Company, through the Underwriter, on a best efforts basis, of a minimum of 800,000 shares of the Company’s common stock (the “Best Efforts Shares”), and a maximum of 2,000,000 shares of the Company’s common stock par value $0.0001 per share (the “Shares”).

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SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • September 29th, 2015 • General Agriculture Corp • Agricultural production-crops • Delaware

THIS SUBSCRIPTION ESCROW AGREEMENT (this "Escrow Agreement”), dated as of July 23rd 2015, is entered into by and among General Agriculture Corp. (the "Company"), Spartan Securities Group Ltd. (the "Underwriter") and Wilmington Trust, National Association, as escrow agent (the "Escrow Agent").

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