0001264931-10-000012 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 12th, 2010 • Man Shing Agricultural Holdings, Inc • Real estate • Nevada

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 4, 2010, by and among Man Shing Agricultural Holdings, Inc., a Nevada corporation, with headquarters located at Unit 1005, 10/F, Tower, Hunghom Commercial Centre, 37 Ma Tau Wai Road, Hunghom, Kowloon, Hong Kong (the “Company”), and China Angel Assets Management Limited (the “Investor”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 12th, 2010 • Man Shing Agricultural Holdings, Inc • Real estate • Nevada

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 4, 2010, by and among Man Shing Agricultural Holdings, Inc., a Nevada corporation, with headquarters located at Unit 1005, 10/F, Tower B, Hunghom Commercial Centre, 37 Ma Tau Wai Road, Hunghom, Kowloon, Hong Kong (the “Company”), and China Angel Assets Management Limited, a British Virgin Islands company (the “Buyer”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • January 12th, 2010 • Man Shing Agricultural Holdings, Inc • Real estate • Nevada

THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) made this 4th day of January 2010 by and among Man Shing Agricultural Holdings, Inc., a Nevada corporation with headquarters located at Unit 1005, 10/F, Tower B, Hunghom Commercial Centre, 37 Ma Tau Wai Road, Hunghom, Kowloon, Hong Kong (the “Company ”) and China Angel Assets Management Limited, a British Virgin Isles company (the “Investor”).

PLEDGE AGREEMENT
Pledge Agreement • January 12th, 2010 • Man Shing Agricultural Holdings, Inc • Real estate • Nevada

THIS PLEDGE AGREEMENT (the “Agreement”) is made and entered into as of January 4, 2010 (the “Effective Date”) by and among Shili Liu, an individual located at 52 Qian Ru Lin Cun, Linghe Town, Anqiu City, Shandong, China, 262127 (the “Pledgor”) China Angel Assets Management Limited, (the “Pledgee”) as the authorized representative the Buyers set for the in the Securities Purchase Agreement of even date herewith , and Greentree Financial Group, Inc., as escrow agent (“Escrow Agent”).

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