Exhibit 3.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement"), is made this 22nd____ day of _May____2008, by and between Senior Management Services of Palestine, Inc., a Texas corporation ("SMSA Texas"), and SMSA...Agreement and Plan of Merger • July 22nd, 2008 • SMSA Palestine Acquistion Corp.
Guarantee Contract (Natural Person Guarantee)Asia Green Agriculture Corp • May 15th, 2012 • Agricultural production-crops
The contract is entered into by the following parties: Guarantor (Party A): Please see Article 10 of the contract for details. Creditor (Party B): Please see Article 10 of the contract for details.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 12th, 2009 • SMSA Palestine Acquistion Corp. • Blank checks
This Agreement and Plan of Merger (this "Agreement"), is made this _26th____ day of _September____2007, by and between Senior Management Services of Palestine, Inc., a Texas corporation (“SMSA Texas”), and SMSA Palestine Acquisition Corp., a Nevada corporation ("SMSA Nevada. "). SMSA Nevada is sometimes hereinafter referred to as the “Surviving Corporation and the two corporate parties hereto being sometimes collectively referred to as the "Constituent Corporations"),
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 14th, 2012 • Asia Green Agriculture Corp • Agricultural production-crops • Nevada
This Executive Employment Agreement (the "Agreement") is made and entered into as of September 21, 2012, by and between Chin Hon Siang Alex, a person residing at the address listed on the signature page attached hereto ("Executive"), and Asia Green Agriculture Corporation (formerly known as SMSA Palestine Acquisition Corp.), a Nevada corporation (the "Company"), with respect to the following facts:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 20, 2010, by and among SMSA Palestine Acquisition Corp., a Nevada corporation (the “Company”) and the investors signatory hereto (each, including their respective successors and assigns, an “Investor” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 9th, 2009 • SMSA Palestine Acquistion Corp. • Blank checks • Texas
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of November 4, 2009, between SMSA Palestine Acquisition Corp., a Nevada corporation (“SMSA”), and Yang Yongjie, an individual residing in the Peoples Republic of China (the “Purchaser”).
Guarantee Contract Fujian Branch of China Construction BankBranch of China • November 14th, 2011 • Asia Green Agriculture Corp • Blank checks
Mortgage Loan ContractAsia Green Agriculture Corp • May 16th, 2011 • Blank checks
Pursuant to relevant applicable laws and regulations and based upon full consultations with each other, the Lender, the Borrower and the Mortgagor hereby agree to enter into this Contract.
Personal Guarantee ContractPersonal Guarantee Contract • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks • Fujian
The guarantee period is from the effective date of this Contract and ends two years from the expiration of the debt performance term of the under the Main Contract. In case Party A agrees to extent the debt performance term, the guarantee period ends two years the expiration of the extended debt performance term of the under the Main Contract. If Party B announces advanced maturity of debts according to the Main Contract, the guarantee periods ends two years from the advanced maturity date of debts announced by Party B. In case that the debts under the Main Contract are performed by installment, the guarantee period of each installment is two years from the expiration date of debt performance term of the last installment.
Natural Person Guarantee Contract Fujian Branch of China Construction BankAsia Green Agriculture Corp • May 16th, 2011 • Blank checks
Contract for Construction Project By the Ministry of Construction of the People's Republic of China and The State Administration for Industry and Commerce of the People’s Republic of China March 2006SMSA Palestine Acquistion Corp. • November 15th, 2010 • Blank checks
In accordance with the Contract Law of the People’s Republic of China, the Construction Law of the People’s Republic of China and relevant laws and administrative regulations, the two parties enter this Contract for the Construction Project based on the principles of equality, voluntariness, equality and good faith.
Fund Facility ContractFund Facility Contract • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks
Credit Line Agreement No. (2010) Nan Zhong Yin Shou Xie Zi No. YD 10-001Credit Line Agreement • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks
This Agreement is entered into by and between the above two parties in the principle of free will, equality, mutual benefit, and good faith and through friendly consultation, with a view to developing friendly and mutually beneficial partnership:
AMENDMENT AND JOINDER AGREEMENTAmendment and Joinder Agreement • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks • New York
AMENDMENT AND JOINDER AGREEMENT, dated as of June 10, 2010 (this “Agreement”), among FU JIAN YADA GROUP CO., LTD. (the “Company”), HALTER FINANCIAL SECURITIES, INC. (“Halter”) and WILLIAM BLAIR & COMPANY, L.L.C. (“WB”). Each of the parties to this Agreement is referred to herein as a “Party” and collectively, as the “Parties”. Capitalized terms used, but not otherwise defined, in this Agreement shall have the meanings ascribed to such terms in the Issuer Agreement (as defined below).
EXCHANGE AGREEMENT by and among SMSA PALESTINE ACQUISITION CORP. SINO ORIENTAL AGRICULTURE GROUP LIMITED and THE SHAREHOLDERS OF SINO ORIENTAL AGRICULTURE GROUP LIMITED Dated as of August 20, 2010Exchange Agreement • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks • Nevada
This Exchange Agreement ("Agreement"), is made and entered into as of August 20, 2010, by and among SMSA Palestine Acquisition Corp., a Nevada corporation ("SMSAP"), Sino Oriental Agriculture Group Limited, a British Virgin Islands company ("Sino Oriental"), and the shareholders of Sino Oriental whose names appear on the signature pages below (the "Shareholders") with respect to the following facts:
RMB Fund Loan Contract Fujian Branch of China Construction BankAsia Green Agriculture Corp • April 19th, 2011 • Blank checks
The Borrower applies to the Lender for funding facilities; the Lender agrees to advance loans to the Borrower. Therefore, through mutual agreement by both parties, this Contract is hereby concluded and abided by in accordance with PRC laws, regulations and rules.
Maximum Amount Guarantee ContractAsia Green Agriculture Corp • May 16th, 2011 • Blank checks
Important Notice: this Contract is concluded by both parties through negotiations on an equal and voluntary basis according to law, and all the provisions herein set forth with both parties’ true intent. In order to safeguard the guarantor’s legal interests, the creditor hereby requests the guarantor to pay special attention to the bolded part of the provisions herein.
RMB Fund Loan Contract Fujian Branch of China Construction BankAsia Green Agriculture Corp • April 19th, 2011 • Blank checks
The Borrower applies to the Lender for funding facilities; the Lender agrees to advance loans to the Borrower. Therefore, through mutual agreement by both parties, this Contract is hereby concluded and abided by in accordance with PRC laws, regulations and rules.
Maximum Amount Mortgage ContractSMSA Palestine Acquistion Corp. • August 25th, 2010 • Blank checks
Guaranteed Loan Contract (the “Contract”)SMSA Palestine Acquistion Corp. • August 25th, 2010 • Blank checks
Pursuant to relevant applicable laws and regulations and based upon full consultations with each other, the Lender, the Borrower and the Guarantor hereby agree to enter into this Contract.
School-Enterprise Cooperation AgreementSchool-Enterprise Cooperation Agreement • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks
To facilitate the employment of the graduates from Party A and provide Party B with the talents as required, the Agreement is entered into by and between Party A and Party B after mutual consultation in the principle of mutual benefit and joint development and on the basis of equality and willingness, as follows:
GUARANTEE DEPOSIT PLEDGE CONTRACT OF DOMESTIC LETTER OF CREDIT OPENING CONTRACTAsia Green Agriculture Corp • November 14th, 2011 • Blank checks
Pledger (Party A): Fujian Yada Group Co., Ltd Registered Address: Shuinan Industrial Park, Songxi County Zip Code: 353500 Legal Representative (Responsible Person): Zhan Youdai Telephone: 0599-2332688 Fax: 0599-2332598
Labor ContractSMSA Palestine Acquistion Corp. • August 25th, 2010 • Blank checks
Pursuant to the provisions of the Labor Contract Law of the People’s Republic of China and relevant laws and regulations, both Party A and Party B hereby make and enter into this Employment Contract based on the principles of equality, voluntariness, mutual agreement after negotiation, legitimacy, fairness, honesty and good faith, and commit to be legally bound thereby.
ContractSMSA Palestine Acquistion Corp. • August 25th, 2010 • Blank checks
Guaranteed Loan Contract (the “Contract”)Guaranteed Loan Contract • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks
Fujian Shengda Food Co., Ltd. borrowed RMB3,870,000.00 (RMB three million eight hundred and seventy thousand Yuan ONLY) on June 6, 2006 and repaid RMB1,935,000.00 (RMB one million nine hundred and thirty five thousand Yuan ONLY) in October 2009 pursuant to the Loan Contract ((2006) Jian Song Wei Zi No. 01). The previous security collateral is Property Ownership Certificate of Jianyang city (Tan Fang Ta Zheng Jiang Yang Zi Nian Ji No.00901611). The Borrower intends to alter the security collateral to guarantee the outstanding loan of RMB1,935,000.00 (RMB one million nine hundred and thirty five thousand Yuan ONLY). Pursuant to relevant applicable laws and regulations and based upon full consultations with each other, the Lender, the Borrower and the Guarantor hereby agree to enter into this Contract.
Contract for State-Owned Construction Land Use Right AssignmentSMSA Palestine Acquistion Corp. • November 15th, 2010 • Blank checks
Guarantee Contract Fujian Branch of China Construction BankAsia Green Agriculture Corp • November 14th, 2011 • Blank checks
Guarantor (Party A): Please see Article 10 of the contract for details. Creditor (Party B): Please see Article 10 of the contract for details.
Maximum Liquid Fund Loan ContractAsia Green Agriculture Corp • June 17th, 2011 • Blank checks
Pursuant to relevant China laws and regulations and based upon full consultations with each other, Lender and Borrower hereby agree to enter into this Contract.
Liquid Fund Loan ContractSMSA Palestine Acquistion Corp. • August 25th, 2010 • Blank checks
For the purpose as set forth in Article 2.1 of this Contract, Party A hereby applies to Party B for loan, and Party B agrees to release the loan to Party A. This Contract is made in line with the Contract Law of the People's Republic of China and The General Provisions of Loans to specify the rights and obligations of parties involved.
Maximum Amount Mortgage Contract Fujian Rural Credit CooperationAsia Green Agriculture Corp • April 19th, 2011 • Blank checks
Mortgagee: Business Office of Jian Yang Rural Credit Cooperation (Hereinafter referred to as the “Mortgagee” or the “Creditor”)
Guaranty ContractGuaranty Contract • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks
The guaranty term hereunder is two years from the contract validity date to expiration of debts fulfillment validity under the master contract. Once Party A agrees with the debt extension validity, the guaranty term is two years from the guaranty term and expiration date of debts fulfillment validity re-stipulated by the extension agreement; once Party B announces in-advanced maturity of debts according to the master contract, the guaranty term is two years from the guaranty term to in-advanced maturity date of debts announced by Party B; in case of debts fulfillment by installment under the master contract, the guaranty term for each stage debts is two years after the expiration date of the last phase of debts fulfillment validity.
SHARE PURCHASE AND SALE AGREEMENTShare Purchase and Sale Agreement • December 14th, 2012 • Asia Green Agriculture Corp • Agricultural production-crops • New York
This SHARE PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of December 13, 2012, by and between Mr. Cai Yangbo, a citizen of Hong Kong (“Mr. Cai”) who is the owner of 22,467,568 shares of common stock (the “Transfer Shares”) of Asia Green Agriculture Corporation, a Nevada corporation (the “Company”), and Mr. Zhan Youdai, a citizen of the PRC and resident of the Philippines (“Mr. Zhan”), with respect to the following facts:
Domestic commercial invoice discounting agreement No.: (2010) NanShangTieZi No. YD10-001 No.SMSA Palestine Acquistion Corp. • August 25th, 2010 • Blank checks
This Agreement is a Single-Item Agreement under the Credit Line Agreement (2010 Nan Zhong Yin Shou Xie Zi YD10-001) between the parties.
CLOSING ESCROW AGREEMENTClosing Escrow Agreement • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks • New York
This Closing Escrow Agreement, dated as of August 20, 2010 (this "Agreement"), is entered into by and between Securities Transfer Corporation (the "Escrow Agent"), SMSA Palestine Acquisition Corp. (the "Company") and each investor identified on the signature pages hereto (the "Investors"), with respect to the following facts:
Maximum Guarantee Contract No. 2010 Nan Zui Gao Bao Zi No. YD10-001SMSA Palestine Acquistion Corp. • August 25th, 2010 • Blank checks
In order to guarantee the performance of the debts under the Main Contract referred to in Article 1 hereof, the Guarantor is willing to provide the guarantee to the Creditor. Both parties enter into this Contract after negotiation on the basis of equality. Unless otherwise provided herein, the interpretation to the words and expressions herein shall be defined in accordance with the Main Contract.
