TAI SHAN COMMUNICATIONS, INC. WARRANT AGREEMENTWarrant Agreement • August 10th, 2010 • Tai Shan Communications, Inc. • Virginia
Tai Shan Communications, 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.
TAI SHAN COMMUNICATIONS, INC. (a British Virgin Islands company) Minimum Offering: 1,666,667 Common Shares Maximum Offering: 2,000,000 Common Shares ($ per share) FORM OF PLACEMENT AGREEMENTTai Shan Communications, Inc. • August 10th, 2010 • Virginia
The undersigned, Tai Shan Communications, Inc., a British Virgin Islands company (the “Company”), hereby confirms its agreement with you as follows:
Translation of Executive Employment ContractTai Shan Communications, Inc. • August 10th, 2010
Party A and Party B (hereinafter referred to as the “Parties”) have entered into this employment contract (“Contract”) on the basis of equal, voluntary and mutual consultation and negotiation and in accordance with the Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China and other relevant laws and regulations. Both Parties have agreed to comply with the provisions of this Contract.
Make Good Escrow AgreementGood Escrow Agreement • August 10th, 2010 • Tai Shan Communications, Inc. • Virginia
THIS MAKE GOOD ESCROW AGREEMENT (the “Make Good Agreement”), dated effective as of , 2010, is entered into by and among Tai Shan Communications, Inc , a British Virgin Islands company (the “Company”); Anderson & Strudwick, Inc. (“A&S”); Gary Wang and David Wang 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”).
Pledge of Equity AgreementPledge of Equity Agreement • August 10th, 2010 • Tai Shan Communications, Inc.
Lock-Up AgreementLock-Up Agreement • August 10th, 2010 • Tai Shan Communications, Inc.
The undersigned understands that Anderson & Strudwick, Incorporated (the “Placement Agent”), proposes to enter into a Placement Agreement with Tai Shan Communications, Inc. (the “Company”), providing for the public offering (the “Offering”), by the Placement Agent of a minimum of 1,666.667 common shares and a maximum of 2,000,000 common shares (the “Shares”).
EXCLUSIVE OPTION AGREEMENT BETWEEN CHONGQING RUIXUAN TECHNOLOGY CO., LTD. AND WANG ZHILI, WANG DEBAO, XU GUOAN, YANG XIAOHUA, ZHANG QINGMAO, GUO ZHIQIANG, LIN LONG, SUN JING SHANDONG TAIYING TECHNOLOGY CO., LTD. JULY 23, 2010 TAIAN, CHINAExclusive Option Agreement • August 10th, 2010 • Tai Shan Communications, Inc.
In this Agreement, Party A, Party B and Party C are called collectively as the “Parties” and each of them is called as the “Party”.
Entrusted Management Agreement Between WANG Zhili WANG Debao XU Guoan YANG Xiaohua ZHANG Qingmao GUO Zhiqiang LIN Long SUN Jing Shandong Taiying Technology Co., Ltd. And Chongqing Ruixuan Technology Co., Ltd. July 23rd, 2010 Taian City, ChinaEntrusted Management Agreement • August 10th, 2010 • Tai Shan Communications, Inc.
Party B: Chongqing Ruixuan Technology Co., Ltd is a [Wholly Foreign Owned Enterprise] registered in No. 19, Dongyi Road Huilong Avenue, Yongchuan District, Chongqing City, PRC.
SHAREHOLDERS’ VOTING PROXY AGREEMENT BETWEEN WANG Zhili WANG Debao XU Guoan YANG Xiaohua ZHANG Qingmao GUO Zhiqiang LIN Long SUN Jing AND CHONGQING RUIXUAN TECHNOLOGY CO., LTD. JULY 23, 2010 Taian City, CHINAProxy Agreement • August 10th, 2010 • Tai Shan Communications, Inc.
This Shareholders’ Voting Proxy Agreement (the “Agreement”) is entered into as of July 23, 2010 between the following parties in Taian City:
Translation of Executive Employment ContractTai Shan Communications, Inc. • August 10th, 2010
Party A and Party B (hereinafter referred to as the “Parties”) have entered into this employment contract (“Contract”) on the basis of equal, voluntary and mutual consultation and negotiation and in accordance with the Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China and other relevant laws and regulations. Both Parties have agreed to comply with the provisions of this Contract.
