CHINA YUAN HONG FIRE CONTROL GROUP HOLDINGS LTD. (a Cayman Islands company) Minimum Offering: 2,000,000 Ordinary Shares Maximum Offering: 2,500,000 Ordinary Shares ($6.00 per share) PLACEMENT AGREEMENTPlacement Agreement • August 13th, 2010 • China Yuan Hong Fire Control Group Holdings LTD • Virginia
The undersigned, China Yuan Hong Fire Control Group Holdings Ltd, a Cayman Islands company (the “Company”), hereby confirms its agreement with you as follows:
EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENTExclusive Equity Interest Purchase Agreement • August 13th, 2010 • China Yuan Hong Fire Control Group Holdings LTD
THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into by and between the following parties on January 28, 2010.
CHINA YUAN HONG FIRE CONTROL GROUP HOLDINGS LTD WARRANT AGREEMENTWarrant Agreement • August 13th, 2010 • China Yuan Hong Fire Control Group Holdings LTD • Virginia
China Yuan Hong Fire Control Group Holdings Ltd, a Cayman Islands company (the “Company”), agrees to issue and sell to you a warrant (the “Warrant”) to purchase the number of ordinary shares of the Company set forth herein, subject to the terms and conditions contained herein.
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • August 13th, 2010 • China Yuan Hong Fire Control Group Holdings LTD
Make Good Escrow AgreementMake Good Escrow Agreement • August 13th, 2010 • China Yuan Hong Fire Control Group Holdings LTD • Virginia
THIS MAKE GOOD ESCROW AGREEMENT (the “Make Good Agreement”), dated effective as of , 2010, is entered into by and among China Yuan Hong Fire Control Group Holdings Ltd a Cayman Islands company (the “Company”); Anderson & Strudwick, Inc. (“A&S”); Zhuge Zhuang and Daqi Zhuang 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 TECHNICAL CONSULTING AND SERVICE AGREEMENTExclusive Technical Consulting and Service Agreement • August 13th, 2010 • China Yuan Hong Fire Control Group Holdings LTD
THIS EXCLUSIVE TECHNICAL CONSULTING AND SERVICE AGREEMENT (the “Agreement”) is made and entered into as of Jan. 28, 2010, by and between the following parties:
Lock-Up AgreementLock-Up Agreement • August 13th, 2010 • China Yuan Hong Fire Control Group Holdings LTD
The undersigned understands that Anderson & Strudwick, Incorporated (the “Placement Agent”), proposes to enter into a Placement Agreement with China Yuan Hong Fire Control Group Holdings Ltd (the “Company”), providing for the public offering (the “Offering”), by the Placement Agent of a minimum of 2,000,000 ordinary shares and a maximum of 2,500,000 ordinary shares (the “Shares”).
