UNDERWRITING AGREEMENT between YULONG ECO-MATERIALS LIMITED and AXIOM CAPITAL MANAGEMENT, INC., as Representative of the Several Underwriters YULONG ECO- MATERIALS LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2015 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products • New York
The undersigned, Yulong Eco-Materials Limited, an exempted company with limited liability under the laws of Cayman Islands (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Yulong Eco-Materials Limited, the “Company”), hereby confirms its agreement (this “Agreement”) with Axiom Capital Management, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2017 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of August 25, 2017 (the “Effective Date”), by and between Yulong Eco-Materials Limited, incorporated under the laws of Cayman Islands (the “Company”), and Shuai Wang, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2015 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of February 27, 2015 by and between Yulong Eco-Materials Limited, a Cayman Islands exempted company (the “Company”), and Michael W. Harlan (“Indemnitee”).
Processing AgreementProcessing Agreement • December 19th, 2014 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products
Due to limited workspace and production capacity, Party A intends to outsource the processing of aerated concrete bricks to Party B. Based on negotiations, the parties hereby enter into the following agreement on matters relating to product processing in order to protect interests of both parties.
YULONG ECO-MATERIALS LIMITED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2014 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products • California
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into on May 16, 2011, by and among Yulong Eco-Materials Limited (the “Company”), a Cayman Islands exempted company whose registered address is at the offices of Abacus Management Limited, Ground Floor, Elizabethan Square, George Town, P.O. Box 2499, Grand Cayman, KY1-11-4, Cayman Islands; and the Persons signatory hereto (the “Investors” and each an “Investor”).
Lock-Up AgreementLock-Up Agreement • February 13th, 2015 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2015 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 27, 2015, by and between Yulong Eco-Materials Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Yulong Zhu, an individual (“Executive”). The term “Company” as used herein with respect to all obligations of Executive hereunder shall be deemed to include the Company and all of its direct or indirect subsidiaries and affiliates (collectively, the “Group”).
RESCISSION AGREEMENTRescission Agreement • February 11th, 2019 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products
This Rescission Agreement (this “Agreement”), dated January 28, 2019, is entered into by and between CVI Investments, Inc. (“CVI”) and Yulong Eco-Materials Limited, a Cayman Islands Corporation (“the Company”, together along with CVI, the “Parties”).
AgreementYulong Eco-Materials LTD • February 13th, 2015 • Concrete, gypsum & plaster products
AMENDMENT TO OPTION AGREEMENTOption Agreement • September 30th, 2015 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products
This Amendment to Option Agreement (this “Amendment”) is dated June 24, 2015, and is entered into in Pingdingshan City, Henan Province, People’s Republic of China (“PRC” or “China”) by and among Zhengzhou Xing De Enterprise Management & Consulting Co., Ltd. (“Party A”), Pingdingshan Xulong Renewable Resource Co., Ltd. (“Party B”), YU Zhenhua (the “Prior Shareholder”), ZHU Yulong (the “Shareholder”), and YI Wei (the “New Shareholder,” and with the Shareholder, the “Shareholders”). Party A, Party B, the Prior Shareholder and the Shareholders are sometimes referred to individually as a “Party” and collectively as the “Parties.”
Land Compensation AgreementYulong Eco-Materials LTD • September 24th, 2014 • Concrete, gypsum & plaster products • Henan
In accordance with the Land Law and based on the principle of rightful use of land, Party A and Party B entered into the following agreement through fair negotiation in relation to Party B’s requisition of a 56 mu (approximately 9.2 acres) land.
Municipal Construction Wastes Disposal and Renewable Use Treatment Special Management AgreementYulong Eco-Materials LTD • March 9th, 2015 • Concrete, gypsum & plaster products
AgreementYulong Eco-Materials LTD • February 13th, 2015 • Concrete, gypsum & plaster products
AgreementYulong Eco-Materials LTD • February 13th, 2015 • Concrete, gypsum & plaster products
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 22nd, 2018 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products • Texas
This Purchase and Sale Agreement (the “Agreement”) is entered into by and between Millennium Enterprises LLC, a Wyoming Corporation (“ME”) referred to as the (“ME”), and Yulong Eco-Materials Limited, a Cayman Islands Corporation (“YECO”) is a NASDAQ listed company symbol “YECO”, effective as of this 22nd day of July, 2018 (the “Effective Date”), with reference to the following facts:
AMENDMENT TO EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • September 28th, 2015 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products
This Amendment to Equity Pledge Agreement (this “Amendment”) is dated June 24, 2015, and is entered into in Pingdingshan City, Henan Province, People’s Republic of China (“PRC” or “China”) by and among Zhengzhou Xing De Enterprise Management & Consulting Co., Ltd. (“Party A”), Pingdingshan Xulong Renewable Resource Co., Ltd. (“Party B”), YU Zhenhua (the “Prior Shareholder”), ZHU Yulong (the “Shareholder”), and YI Wei (the “New Shareholder,” and with the Shareholder, the “Shareholders”). Party A, Party B, the Prior Shareholder and the Shareholders are sometimes referred to individually as a “Party” and collectively as the “Parties.”
October 28, 2018 The Board of Directors YULONG ECO-MATERIALS LIMITED (YECO) Eastern End of Xiwuzhuang Village Jiaodian Town, Xinhua Area Pingdingshan, HenanProvince People’s Republic of China 467091 Members of the Board of Directors:Yulong Eco-Materials LTD • November 5th, 2018 • Concrete, gypsum & plaster products
We understand that YULONG ECO-MATERIALS LIMITED (“YECO”) proposes to enter into a Sale Agreement (the “Agreement”), among YECO and a former director pursuant to which, The terms and conditions of the Transaction are fully set forth in the Agreement.
AgreementYulong Eco-Materials LTD • February 13th, 2015 • Concrete, gypsum & plaster products
AgreementYulong Eco-Materials LTD • February 13th, 2015 • Concrete, gypsum & plaster products
AgreementYulong Eco-Materials LTD • February 13th, 2015 • Concrete, gypsum & plaster products
loan AND SECURITY AGREEMENTLoan and Security Agreement • February 11th, 2019 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products • New York
This Loan and Security Agreement, dated as of February 6, 2109, is between CVI Investments, Inc. (the “Lender”), and Yulong Eco-Materials Limited, a Cayman Islands corporation (the “Borrower”).
Land Compensation/Lease AgreementCompensation/Lease Agreement • September 30th, 2015 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products
The 56.11 mu (approximately 9.2 acres) land located at Donggongren Town Jiedaolv Village, north of the No. 12 mine drainage channel, south of the No. 12 mine road, east of the Lv village space, and west of the No. 12 Kuangdong Road, is now in use by Party B. In July 2013 Party B already paid RMB 1,700,000 to Party A as requisition payment for the land, with unpaid balance of RMB 12,888,600. Party A agreed to transfer the land use right to Party B, and Party B is in the process of registering the transfer. Until the date that Party B completes the registration, Party B’s requisition payment to Party A shall be deemed lease payment for the land for 50 years commencing April 2015. When Party B completes the registration, the unpaid balance shall be deemed requisition payment.
INDEBTEDNESS CONVERSION AGREEMENTIndebtedness Conversion Agreement • March 2nd, 2015 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products
This Indebtedness Conversion Agreement (the “Agreement”) is entered into as of February 27, 2015 (the “Effective Date”), by and between Yulong Eco-Materials Limited, a Cayman Islands exempted company (the “Company”), and the undersigned shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Henan Jianyida Industrial Co., Ltd. (“Yulong Bricks”), Pingdingshan Hengji Concrete Co., Ltd. (“Yulong Concrete”), Pingdingshan Xulong Renewable Resource Co., Ltd. (“Yulong Renewable”), and Pingdingshan Hengji Industrial Co., Ltd. (“Yulong Transport”) are each made a signatory hereto for the sole purpose of acknowledging the Agreement.
ESCROW AGREEMENTEscrow Agreement • June 19th, 2015 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products • New York
This ESCROW AGREEMENT (this “Agreement”) dated as of ________, 2015 is entered into by and among Yulong Eco-Materials Limited (the “Company”), Axiom Capital Management, Inc. (the “Underwriter”), and American Stock Transfer & Trust Company, LLC (the “Escrow Agent”).
Land Compensation AgreementYulong Eco-Materials LTD • September 24th, 2014 • Concrete, gypsum & plaster products
In accordance with the rules and regulations of Land Law, Party A and Party B entered into the following agreement through fair negotiation.
AgreementYulong Eco-Materials LTD • February 13th, 2015 • Concrete, gypsum & plaster products
AgreementYulong Eco-Materials LTD • February 13th, 2015 • Concrete, gypsum & plaster products
ContractYulong Eco-Materials LTD • August 25th, 2017 • Concrete, gypsum & plaster products
AgreementYulong Eco-Materials LTD • February 13th, 2015 • Concrete, gypsum & plaster products
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 5th, 2018 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products
This Purchase and Sale Agreement (the “Agreement”) is entered into by and between Yulong Eco-Materials Limited, a Cayman Islands Corporation (“YECO”) referred to as the (“YECO”), and Wellford International Enterprises Limited, a British Virgin Islands Corporation (“BUYER”) with reference to the following facts:
YULONG ECO-MATERIALS LIMITED FORM OF WARRANT AGREEMENTWarrant Agreement • June 19th, 2015 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products • New York
This certifies that, for good and valuable consideration, receipt of which is hereby acknowledged, Axiom Capital Management, Inc. (“Holder”) is entitled to purchase, subject to the terms and conditions of this Warrant, from Yulong Eco-Materials Limited, an exempted company with limited liability under the laws of Cayman Islands (the “Company”), [•] Ordinary Shares, par value $0.00125 per share (the “Ordinary Shares”) of the Company, in accordance with Section 2 hereof during the period commencing on [•], 2015 (the “Commencement Date”) and ending at 5:00 P.M. New York time, [•], 2020 (the “Expiration Date”), at which time this Warrant will expire and become void unless earlier terminated as provided herein. The Ordinary Shares of the Company for which this Warrant is exercisable, as adjusted from time to time pursuant to the terms hereof, are hereinafter referred to as the “Ordinary Shares” or “Shares.”
Land Compensation AgreementLand Compensation Agreement • September 24th, 2014 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products
In accordance with the Land Law and related regulations of Henan Province, based on the principle of rightful use of land, Party A and Party B entered into the following agreement through fair negotiation in relation to the requisition of a 56.11 mu (approximately 9.2 acres) land in Party A’s jurisdiction for the construction of Pingdingshan Xulong Renewable Resources Park.
Land Compensation/Lease AgreementYulong Eco-Materials LTD • September 24th, 2014 • Concrete, gypsum & plaster products
The 56 mu (approximately 9.2 acres) land facing Jiaodian Town West Wuzhuang Village, located west of a hill slope, east of Pingjia Road, north of agricultural land, and south of a hill slope, and previously owned by the village news media office, is now in use by Party B. In January 2009 Party B already paid RMB 11,200,000 to Party A as requisition payment for the land. Party A agreed to transfer the land use right to Party B, and Party B is in the process of registering the transfer. Until the date that Party B completes the registration, Party B’s requisition payment to Party A shall be deemed lease payment for the land for 50 years commencing January 2009. When Party B completes the registration, the portion of the lease payment for the then remaining lease term shall be deemed requisition payment.
YULONG ECO-MATERIALS LIMITED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 13th, 2015 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products
Pursuant to that certain Employment Agreement dated as of July 28, 2014 (the “Employment Agreement”), between Yulong Eco-Materials Limited, a Cayman Islands company (the “Company”), and Zan Wu (“Grantee”), an individual, the Company hereby grants a Restricted Stock Award (“Award”) to Grantee. Upon acceptance of this Award, Grantee shall receive the number of shares of ordinary shares of the Company, par value $0.001 per share, specified above (the “Shares”) having a fair value per share (“Original Value”) equal to the amount specified above, subject to the restrictions and conditions set forth herein. The Company acknowledges the receipt from Grantee of consideration with respect to the Original Value of the Shares in the form of cash, past or future services rendered to the Company by Grantee, or such other form of consideration as is acceptable to the Company’s board of directors (the “Board”).
AMENDMENT TO VOTING RIGHTS PROXY AND FINANCIAL SUPPORTING AGREEMENTFinancial Supporting Agreement • September 30th, 2015 • Yulong Eco-Materials LTD • Concrete, gypsum & plaster products
This Amendment to Voting Rights Proxy and Financial Supporting Agreement (this “Amendment”) is dated June 24, 2015, and is entered into in Pingdingshan City, Henan Province, People’s Republic of China (“PRC” or “China”) by and among Zhengzhou Xing De Enterprise Management & Consulting Co., Ltd. (“Party A”), Pingdingshan Xulong Renewable Resource Co., Ltd. (“Party B”), YU Zhenhua (the “Prior Shareholder”), ZHU Yulong (the “Shareholder”), and YI Wei (the “New Shareholder,” and with the Shareholder, the “Shareholders”). Party A, Party B, the Prior Shareholder and the Shareholders are sometimes referred to individually as a “Party” and collectively as the “Parties.”
