SHARE EXCHANGE AGREEMENT by and among GLORIOUS PIE LIMITED and CHINA ECO- HOSPITALITY OPERATIONS, INC. and SHAREHOLDER OF GLORIOUS PIE LIMITED and REPRESENTATIVE OF THE INVESTORS OF CHINA ECO-HOSPITALITY, INC. Dated as of August 13, 2009Share Exchange Agreement • August 14th, 2009 • China Eco-Hospitality Operations, Inc • Blank checks • Delaware
This SHARE EXCHANGE AND STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August [__], 2009, is by and among China Eco-Hospitality Operations, Inc., a Delaware corporation (“China Eco Hospitality”), Glorious Pie Limited, a British Virgin Islands company (“Glorious Pie”), the shareholder of Glorious Pie identified on Exhibit A hereto (the “Glorious Pie Shareholder”), and the representative of the investors (“Representative”) of China Eco-Hospitality (together referred to herein as the “Investors,” each an “Investor”). 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 14th, 2009 • China Eco-Hospitality Operations, Inc • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of July __, 2009, by and among China Eco-Hospitality Operations, Inc., a Delaware corporation (the “Company”), with an address at Room 405, 4/F., Wing Ming Industrial Centre, 15 Cheung Yue Street, Cheung Sha Wan, Kowloon, Hong Kong, and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”) (each agreement with a Subscriber being deemed a separate and independent agreement between the Company and such Subscriber, except that each Subscriber acknowledges and consents to the rights granted to each other Subscriber each, an “Other Subscriber” under such agreement and the Transaction Documents, as defined in Section 5(c) of this Agreement, referred to therein).
