CNC Development Ltd. Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • November 7th, 2008 • CNC Development Ltd. • Services-engineering, accounting, research, management • New York

Agreement made as of September 4, 2007 between InterAmerican Acquisition Group Inc., a Delaware corporation, with offices at 2918 Fifth Avenue South, Suite 209, San Diego, California 92103 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).

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Stock Right Pledge Agreement
Stock Right Pledge Agreement • November 7th, 2008 • CNC Development Ltd. • Services-engineering, accounting, research, management

Whereas the statement above-mentioned, the both parties conclude the agreement as per the following conditions and terms through negotiation:

Agreement on Exclusive Purchase Right
Agreement on Exclusive Purchase Right • November 7th, 2008 • CNC Development Ltd. • Services-engineering, accounting, research, management

A foreign-owned company limited established in People’s Republic of China (hereinafter referred to as “China”), the registered address is Room 1199, Silicon Valley Mansion, No.1198 Silicon Valley Street, Changchun Hi-tech Development Zone.

Exclusive Business Cooperation and Consulting Service Agreement
Cooperation and Consulting Service Agreement • November 7th, 2008 • CNC Development Ltd. • Services-engineering, accounting, research, management

This Exclusive Business Cooperation and Consulting Service Agreement (“this agreement”) is signed by the two parties below on December 27, 2007.

AMENDED AND RESTATED WARRANT AGREEMENT
Amended and Restated Warrant Agreement • September 15th, 2009 • CNC Development Ltd. • Services-engineering, accounting, research, management • New York

Agreement made as of September __, 2009 between CNC Development Ltd., a British Virgin Islands corporation, with offices at 970 Dalian Rd, Suite 909, Shanghai 200092 P.R.C (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).

CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT
Convertible Note Subscription Agreement • March 24th, 2010 • CNC Development Ltd. • Services-engineering, accounting, research, management • Virgin Islands
Voting Rights Proxy Agreement
Voting Rights Proxy Agreement • November 7th, 2008 • CNC Development Ltd. • Services-engineering, accounting, research, management

This voting rights proxy agreement (hereinafter “the Agreement”) is entered into as of December 27, 2007 among the following parties in Beijing

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