SHARE EXCHANGE AGREEMENT BY AND AMONG ANPULO FOOD, INC. AND SHAREHOLDER OF ANPULO FOOD, INC. AND ANPULO INTERNATIONAL LIMITED AND SHAREHOLDERS OF ANPULO INTERNATIONAL LIMITED Dated as of October 30, 2013Share Exchange Agreement • October 31st, 2013 • Anpulo Food, Inc. • Blank checks • New Jersey
This SHARE EXCHANGE AGREEMENT (“Agreement”), dated as of October 30, 2013, is made by and among Anpulo Food, Inc., a corporation, organized under the laws of British Virgin Islands (the “Acquiror”), Wenping Luo (the “Acquiror Sole Shareholder”), Anpulo International Limited, a limited liability company organized under the laws of Hong Kong, a Special Administrative Regions of the People's Republic of China (the “Acquiree”), and each of the Persons listed on Schedule I hereto (including Acquiror Sole Shareholder) who are shareholders of the Acquiree (collectively, the “Acquiree Shareholders,” and individually an “Acquiree Shareholder”). Each of the Acquiror, Acquiror Sole Shareholder, Acquiree and Acquiree Shareholders are referred to herein individually as a “Party” and collectively as the “Parties.”
Entrusted Management Agreement Between Wenping Luo Jinfeng Hu Laifeng Anpulo (Group) Food Development Co., Ltd. And Guangxiang Investment Consulting (Shanghai) Co., Ltd. September 22, 2013, Hubei, ChinaEntrusted Management Agreement • October 31st, 2013 • Anpulo Food, Inc. • Blank checks
This Entrusted Management Agreement (the “Agreement”) was entered into on September 22, 2013, in Hubei, China by and between the following parties:
PROXY AGREEMENT BETWEEN MR. WENPING LUO MS. JINFENG HU AND GUANGXIANG INVESTMENT CONSULTING (SHANGHAI) CO., LTD. SEPTEMBER 22, 2013 HUBEI, CHINAShareholders' Voting Proxy Agreement • October 31st, 2013 • Anpulo Food, Inc. • Blank checks
This Shareholders’ Voting Proxy Agreement (the “Agreement”) was entered into on September 22, 2013 by and between the following parties in Hubei, China:
Pledge of Equity AgreementPledge of Equity Agreement • October 31st, 2013 • Anpulo Food, Inc. • Blank checks
Therefore, in accordance with applicable laws and regulations of the People’s Republic of China, the Parties hereto reach the Agreement through friendly negotiation on the principle of equality and mutual benefit and abide by it.
EXCLUSIVE OPTION AGREEMENT BETWEEN GUANGXIANG INVESTMENT CONSULTING (SHANGHAI) CO., LTD. AND MR. WENPING LUO, MS. JINFENG HU, LAIFENG ANPULO (GROUP) FOOD DEVELOPMENT CO., LTD. SEPTEMBER 22, 2013 HUBEI, CHINAExclusive Option Agreement • October 31st, 2013 • Anpulo Food, Inc. • Blank checks
This Exclusive Option Agreement (the “Agreement”) was entered into on September 22, 2013 by and between the following Parties in Hubei, China.
