TIANLI AGRITECH, INC. (a British Virgin Islands company) Minimum Offering: 1,667,000 Common Shares Maximum Offering: 2,000,000 Common Shares ($ per share) PLACEMENT AGREEMENTPlacement Agreement • March 17th, 2010 • Tianli Agritech, Inc. • Virginia
The undersigned, Tianli Agritech, Inc., a British Virgin Islands company (the “Company”), hereby confirms its agreement with you as follows:
TIANLI AGRITECH, INC. WARRANT AGREEMENTWarrant Agreement • March 17th, 2010 • Tianli Agritech, Inc. • Virginia
Tianli Agritech, Inc., a British Virgin Islands company (the “Company”), agrees to issue and sell to you a warrant (the “Warrant”) to purchase the number of common shares of the Company set forth herein, subject to the terms and conditions contained herein.
Make Good Escrow AgreementMake Good Escrow Agreement • March 17th, 2010 • Tianli Agritech, Inc. • Virginia
THIS MAKE GOOD ESCROW AGREEMENT (the “Make Good Agreement”), dated effective as of , 2010, is entered into by and among Tianli Agritech, Inc., a British Virgin Islands corporation (the “Company”); Anderson & Strudwick, Inc. (“A&S”); Ms. Hanying Li and Mr. Bihong Zhang, in their individual capacities (collectively the “Make Good Pledgors” and each individually a “Make Good Pledgor”); and SunTrust Bank, N.A., as escrow agent (“Escrow Agent”).
EXCLUSIVE OPTION AGREEMENT BETWEEN WUHAN FENGXIN AGRICULTURAL AND TECHNOLOGY DEVELOPMENT CO., LTD. AND WANG KAIYING ZHANG XIN WUHAN FENGZE AGRICULTURAL AND TECHNOLOGY DEVELOPMENT CO., LTD. Dec 1st, 2009 WUHAN, CHINAExclusive Option Agreement • March 17th, 2010 • Tianli Agritech, Inc.
Party C: Wuhan Fengze Agricultural and Technology Development Co., Ltd. Registered Address: Wuhan Huangpi District, Luohan Street, Qigang Village. Legal Representative: Ms. LI Hanying
SHAREHOLDERS’ VOTING PROXY AGREEMENT BETWEEN ZHANG XIN WANG KAIYINGShareholders' Voting Proxy Agreement • March 17th, 2010 • Tianli Agritech, Inc.
This Shareholders’ Voting Proxy Agreement (the “Agreement”) is entered into as of Dec 1st, 2009 between the following parties in Wuhan:
Land Lease Contract - TianjianLand Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
In response to the policy of enriching the people and through full negotiation, Party A has decided to lease to Party B the land classified into the “four-wild” land and possessed by Dawan Community, Qunyi Village, Wangjiahe Town for breed-farm use so as to stimulate the economy and benefit local peasant household. Party A and Party B have signed the contract and agreed on the terms and conditions stipulated below.
Translation of Land Lease Contract – MingxiangLand Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
According to “Law of the Peoples Republic of China on Land Contract in Rural Areas” and “Contract Law of the People’s Republic of China” and other relevant laws and regulations, the contract on rental affairs of rural land contracted operation rights is concluded between the Party A and the Party B on the basis of consensus:
Land Lease Contract - NanyanLand Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
In response to the policy of enriching the people and through full negotiation, Party A has decided to lease to Party B the land classified into the “four types of wasteland” and possessed by Dawan Community, Qunyi Village, Wangjiahe Town for breed-farm use so as to stimulate the economy and benefit local peasant household. Party A and Party B have signed the contract and agreed on the terms and conditions stipulated below.
Translation of Land Use Rights Transfer AgreementLand Use Rights Transfer Agreement • March 17th, 2010 • Tianli Agritech, Inc.
Land Lease Contract - ZhulinLand Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
Contractee collectively agreed and with approval by the town government willing to contract the village reservoir and surrounding part of the dry-land to the contractor for construction of hoggery. Contractee and Contractor have signed the contract and agreed on the terms and conditions stipulated below:
Land Lease Contract - JinmuLand Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
In order to promote the economic development, after Party A and Party B’s negotiation, Party A agrees to lease hilly land which is near Qianjin Primary School to Party B for construction of hoggery with ten thousand pigs, on the basis of mutual benefit and equal consultations, the contract is concluded for the purpose of joint compliance by both parties.
Translation of Side Agreement Related to Land Lease Contract – Huajian A & BSide Agreement Related to Land Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
Party A is willing to rent a land of 150 Mu in its original rice farm to Party B for cultivation development. Besides two parties have already entered a Land Tenancy Agreement; concerning the pertinent matters, the following issues are hereby agreed by consensus:
Entrusted Management Agreement Between ZHANG Xin WANG Kaiying Wuhan Fengze Agricultural and Technology Development Co., Ltd. And Wuhan Fengxin Agricultural and Technology Development Co., Ltd. Dec 1st, 2009 Wuhan, ChinaEntrusted Management Agreement • March 17th, 2010 • Tianli Agritech, Inc.
Party B: Wuhan Fengxin Agricultural and Technology Development Co., Ltd is a Wholly Foreign Owned Enterprise registered in Wuhan, PRC.
Pledge of Equity AgreementPledge of Equity Agreement • March 17th, 2010 • Tianli Agritech, Inc.
Wuhan Fengxin Agricultural and Technology Development Co., Ltd., a Wholly Foreign Owned Enterprise registered in Wuhan, PRC.
Translation of Land Lease Contract – Huajian A & BLand Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
After mutual consideration, Party A has decided to lease some of its land to Party B. Through full negotiation, Party A and Party B have signed the contract and agreed on the terms and conditions stipulated below so as to ensure the lawful rights and interests of both parties.
Employment Contract – Hanying LiEmployment Contract • March 17th, 2010 • Tianli Agritech, Inc.
BETWEEN: Wuhan Fengxin Agricultural Science and Technology Development Co., Ltd., a company legally incorporated under the laws of People’s Republic of China, having a mailing address at Room 1518, Xinhongji Garden, 6# Qiuchang Street, in the city and district of Jiangan District, Wuhan, acting and represented herein by Mrs. LI HANYING, chairman of the board, declaring duly authorized, (hereinafter called the “FENGXIN”)
Side Agreement Related to Land Lease Contract - JinmuSide Agreement Related to Land Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
Party A is willing to rent the semi-hillside land in front of Qianjin elementary school to Party B for cultivation development. Besides two parties have already entered a Land Tenancy Agreement of Caidian District; concerning the pertinent matters, the following issues are hereby agreed by consensus:
Employment Contract – Bihong ZhangEmployment Contract • March 17th, 2010 • Tianli Agritech, Inc.
BETWEEN: Wuhan Fengxin Agricultural Science and Technology Development Co., Ltd., a company legally incorporated under the laws of People’s Republic of China, having a mailing address at Room 1518, Xinhongji Garden, 6# Qiuchang Street, in the city and district of Jiangan District, Wuhan, acting and represented herein by Mrs. LI Hanying, chairman of the board, declaring duly authorized, (hereinafter called the “FENGXIN”)
Land Lease Contract - FengzeLand Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
After mutual consideration, Party A has decided to lease some of its land to Party B that include part of barren hill and surrounding dry-land for breed-farm use. Through full negotiation, Party A and Party B have signed the contract and agreed on the terms and conditions stipulated below so as to ensure the lawful rights and interests of both parties.
Lock-Up AgreementLock-Up Agreement • March 17th, 2010 • Tianli Agritech, Inc.
The undersigned understands that Anderson & Strudwick, Incorporated (the “Placement Agent”), proposes to enter into a Placement Agreement with Tianli Agritech, Inc. (the “Company”), providing for the public offering (the “Offering”), by the Placement Agent of a minimum of 1,667,000 common shares and a maximum of 2,000,000 common shares (the “Shares”).
Side Agreement Related to Land Lease Contract – TianjinSide Agreement Related to Land Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
Party A is willing to rent the “Four-Wild” land in Wangjihe Town Dawan Union to Party B for cultivation development. Besides two parties have already entered a Land Tenancy Agreement; concerning the pertinent matters, the following issues are hereby agreed by consensus:
Side Agreement Related to Land Lease Contract – NanyanSide Agreement Related to Land Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
Party A is willing to rent the “Four-Wild” land in Wangjihe Town Dawan Union to Party B for cultivation development. Besides two parties have already entered a Land Tenancy Agreement; concerning the pertinent matters, the following issues are hereby agreed by consensus:
Translation of Side Agreement Related to Land Lease Contract – MingxiangSide Agreement Related to Land Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
Party A is willing to rent the land of 110 Mu contract rented by Liji Town Rongzhai Village to Party B for cultivation development. Besides two parties have already entered a Land Tenancy Agreement of Huangpi District; concerning the pertinent matters, the following issues are hereby agreed by consensus:
