ORB Automotive

ORB Automotive – Orb Automotive Corporation Registration Rights Agreement (November 14th, 2011)

This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of ____________, 2011, is made by and between ORB Automotive Corporation, a Cayman Islands exempt company (the "Company"), and the undersigned Investors (the "Investors").

ORB Automotive – FORM OF WARRANT FOR THE PURCHASE OF SHARES OF ORDINARY STOCK OF ORB AUTOMOTIVE CORPORATION Expiring Five Years From the Date Hereof (November 14th, 2011)

FOR VALUE RECEIVED, ORB Automotive Corporation ("Company"), hereby certifies that the Warrant Holder specified above, or his registered assigns ("Registered Holder"), is entitled, subject to the terms set forth below, to purchase from the Company on or before __________, 2016 (the five year anniversary of __________, 2011 (the "Original Issue Date"), that number of shares of Ordinary Stock, $0.000384 par value, of the Company ("Ordinary Stock") set forth above, at a purchase price equal to $1.47 per share (as may be adjusted as provided below) upon the terms and conditions set forth herein. The number of shares of Ordinary Stock purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Exercise Price," respectively. This Warrant is one of the Warrants to purchase Ordinary Stock (the "SPA Warrants") issued pursuant to that certa

ORB Automotive – Securities Purchase Agreement (November 14th, 2011)

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of ___________, 2011, by and among ORB Automotive Corporation, a Cayman Islands exempt company, with headquarters located at Room O-R, Floor 23, Building A, Fortune Plaza, Shennan Road, Futian District, Shenzhen, Guangdong, PRC 518040 (the "Company"), and the investors listed on the Schedule of Investors attached hereto (individually, a "Investor" and collectively, the "Investors").

ORB Automotive – Stock Purchase Agreement (May 24th, 2011)

This STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of May 18, 2011, by and among ORB Automotive Corporation, a Cayman Islands company (the "Party A", "Buyer" or "ORB"), the shareholders of the Company set forth on Exhibit A hereto (collectively, the "Party B", "Sellers" and each individually, a "Seller" ), and Hebei Hongtu Auto Parts Co., Ltd, a company organized under the laws of the People's Republic of China (the "Company" or "Party C").

ORB Automotive – Lease Agreement (April 15th, 2011)

Party A and Party B enter into this agreement through friendly negotiations. Both sides agree to comply with the agreement of following items related to lease of workshop.

ORB Automotive – Lease Agreement (April 15th, 2011)

Party A and Party B enter into this agreement through friendly consultation in regards to the lease of workshop (herein refers to lease item) and agree as following:

ORB Automotive – Lease Agreement (April 15th, 2011)

Party A and Party B enter into this agreement based on friendly consultation in relation to leasing Party A's property to Party B as office and warehouse. The property (hereinafter referred to as leasehold) hereunder is located at No.2-2, No.12 Building, Longtun Road, Liuzhou City. Both parties agree as following:

ORB Automotive – Lease Agreement (April 15th, 2011)

Part A and Party B enter into this agreement through friendly consultation in regards to leasing the workshop, office building and multiple-use building legally owned by Party A to Party B.

ORB Automotive – Lease Agreement (April 15th, 2011)

Party A and Party B enter into this agreement through friendly negotiations. Both sides agree to comply with the agreement of following items relate to lease workshop.

ORB Automotive – Share Exchange Agreement (January 11th, 2011)

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered this the 10th day of September 2010, by and among Action Acquisition Corporation, a Cayman Islands exempted company, whose registered office address is at c/o Stuarts Corporate Services Ltd. P.O. Box 2510, Grand Cayman KY1-1104, Cayman Islands (hereinafter referred to as "Action") and its controlling shareholders identified on the signature page hereof ("Action Shareholders"), the respective address of each is set forth in Section 9.03, and Grand Power Capital, Inc., a British Virgin Islands business company whose address is Akara Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (hereinafter referred to as "GPC") and the shareholders of GPC (the "GPC Shareholders"):

ORB Automotive – Description of Oral Agreement to Amend the Share Exchange Agreement (January 11th, 2011)

On September 10, 2010, the parties to the Share Exchange Agreement (hereinafter referred to as this "Agreement") entered into on September 10, 2010, by and among ORB Automotive Corporation (f/k/a Action Acquisition Corporation), a Cayman Islands exempted company, whose registered office address is at c/o Stuarts Corporate Services Ltd. P.O. Box 2510, Grand Cayman KY1-1104, Cayman Islands and its controlling shareholders Skyline Investors, LLC and Nautilus Global Partners, LLC, and Grand Power Capital, Inc., a British Virgin Islands business company whose address is Akara Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (hereinafter referred to as "GPC") and the shareholders of GPC: Apollo Enterprises International, Inc., Aubo Automobile, Inc., Universal Kingdom International, Ltd., Golden Grand Enterprises, Ltd., Good Energy Enterprise, Ltd., Huge Pine Development, Ltd., agreed to remove Schedule 4.01(c) to the Agreement, as the information provi

ORB Automotive – Non-Disclosure Agreement (December 1st, 2010)

Party A authorizes Party B to produce OEM products. According to the "PRC Anti-Unfair Competition Law" and the corresponding laws and regulations on technical security, Party A and Party B sign this Agreement in order to ensure Party B to keep Party A's technology secrets and other matters related to business secrets in and after the period of authorization.

ORB Automotive – Lease Contract for Factory Dormitory (December 1st, 2010)

In order to introduce foreign capital, develop township economy, and increase the income, base on the principle of mutual benefit and reciprocity and collaborative development, Party A and Party B have reached an agreement through friendly consultation to conclude the following contract for factory, dormitory and dining hall.

ORB Automotive – Purpose of Contract: Both Parties Enter Into This Contract Based on Mutual Benefit and Good Faith. The Price and Demand Information Are Shown in Schedule 1. (December 1st, 2010)

ORB Automotive – Non-Disclosure Agreement (December 1st, 2010)

Party A authorizes Party B to produce OEM products. According to the "PRC Anti-Unfair Competition Law" and the corresponding laws and regulations on technical security, Party A and Party B sign this Agreement in order to ensure Party B to keep Party A's technology secrets and other matters related to business secrets in and after the period of authorization.

ORB Automotive – Non-Disclosure Agreement (December 1st, 2010)

Party A authorizes Party B to produce OEM products. According to the "PRC Anti-Unfair Competition Law" and the corresponding laws and regulations on technical security, Party A and Party B sign this Agreement in order to ensure Party B to keep Party A's technology secrets and other matters related to business secrets in and after the period of authorization.

ORB Automotive – Lease Agreement (December 1st, 2010)

ORB Automotive – Contract (December 1st, 2010)

Except from Written Resolutions of the Directors of the Company dated 10 September 2010 filed with the Registrar of Companies of the Cayman Islands and setting out the rights of Preferred Shares

ORB Automotive – Purchase and Sales Contract (December 1st, 2010)

Based on the priciple of mutual benefit and trust, Party A and Party B make this agreement in order to clear both rights, obligations and ways to deal with conflicts.

ORB Automotive – Consulting Agreement (December 1st, 2010)

THIS CONSULTING AGREEMENT ("Agreement") is made, entered into and deemed effective as of the 1st day of September, 2010 (the "Effective Date"), by and between Nautilus Global Partners, LLC, a Texas limited liability company ("NGP"), and Action Acquisition Corporation (the "Company').

ORB Automotive – OEM Cooperation Agreement for Polyurethane Adhesives (December 1st, 2010)

Party A and Party B reach an agreement that Party B manufactures polyurethane adhesives, designed by Party A, with the brand of "ORB" ("OEM") to Party A for sale. Party A and Party B established the following terms provided for common compliance:

ORB Automotive – Annual Supply Agreement (December 1st, 2010)

ORB Automotive – Plant Rental Agreement (December 1st, 2010)

Through friendly consultations, Both Parties sign and abide this agreement about the plant rental between Party A and Party B.

ORB Automotive – July 13, 2010 (December 1st, 2010)

We are pleased that Shenzhen ORB-FT New Material Co., Ltd, a China-Based company ("ORB-FT" or the "Company") has decided to retain Maxim Group LLC ("Maxim") to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement ("Agreement") will confirm Maxim's acceptance of such retention and set forth the terms of our engagement.

ORB Automotive – Shenzhen Rental Contract (December 1st, 2010)

Real estate ownership certificate or proof of their property rights (the right to use) and other valid documents (available in original and a copy left).

ORB Automotive – Contract (November 23rd, 2010)

ORB Automotive – Stock Purchase Agreement (October 27th, 2010)

ORB Automotive – Labor Contract Party a Employer: Company: Shenzhen ORB-Fortune New-Material Co., Ltd. Address: Unit O-R, Fortune Plaza, Shennan Road Futian District, Shenzhen Guangdong Province, China, 518000 Legal Representative: Junning Ma Contact Person: Yinying Jin Contact Number: 82046828 Party B Employee: Name: Guangning Xu Gender: Male ID Card No.: 430528197505024071 Residence Address: Futian District, Shenzhen Contact Number: 13928404351 (September 16th, 2010)

This contract is made between Party A and Party B based on the principles of equality, free will and mutual negotiation in pursuance "Labor Law of the People's Republic of China", "Labor Contract Law of the People's Republic of China" and other Laws and regulations concerned, in which it is agreed as follows:

ORB Automotive – Junning Ma, the License Owner, Owns the Patent of "A Polyurethane Adhesive / Sealant Composition and Its Preparation Method" (Patent No. ZL98119666.7, Filing Date: September 21, 1998, Authorized Date: November 21, 2001, and Statutory Patent Expiration Date: November 21, 2021); And Owns the Implementation of the Technology Involved in Patent and Technology Secrets. Shenzhen ORB-Fortune New-Material Co., Ltd, the Licensee, Running Its Business in the Field of Chemical Materials, Understands the Patented Technology, and Wants a Permission to Implement the Patented Technology (Including Secret And (September 16th, 2010)

This Agreement is signed and abided on a mutuality voluntary and friendly negotiation based on and between the following License Owner and Licensee:

ORB Automotive – Share Exchange Agreement (September 16th, 2010)

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered this the 10th day of September 2010, by and among Action Acquisition Corporation, a Cayman Islands exempted company, whose registered office address is at c/o Stuarts Corporate Services Ltd. P.O. Box 2510, Grand Cayman KY1-1104, Cayman Islands (hereinafter referred to as "Action") and its controlling shareholders identified on the signature page hereof ("Action Shareholders"), the respective address of each is set forth in Section 9.03, and Grand Power Capital, Inc., a British Virgin Islands business company whose address is Akara Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (hereinafter referred to as "GPC") and the shareholders of GPC (the "GPC Shareholders"):