Cogo Group, Inc. Sample Contracts

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and COMTECH GROUP and
Comtech Group Inc • January 11th, 2006 • Electronic components & accessories • Virgin Islands
AGREEMENT OF
Agreement • May 17th, 2005 • Comtech Group Inc • Electronic components & accessories • Virgin Islands
Exhibit 10.2 EMPLOYMENT AGREEMENT
Employment Agreement • December 23rd, 2004 • Comtech Group Inc • Motorcycles, bicycles & parts • New York
Recitals
Stockholders' Agreement • July 23rd, 2004 • Trident Rowan Group Inc • Motorcycles, bicycles & parts • New York
AGREEMENT OF COMTECH WIRELESS LTD TABLE OF CONTENTS
Agreement • November 17th, 2005 • Comtech Group Inc • Electronic components & accessories • Virgin Islands
Exhibit 3 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 24th, 2002 • Trident Rowan Group Inc • Motorcycles, bicycles & parts • New York
WARRANT AGREEMENT
Warrant Agreement • May 30th, 1997 • Trident Rowan Group Inc • Motorcycles, bicycles & parts • New York
INDUCEMENT AGREEMENT
Inducement Agreement • April 24th, 1997 • Trident Rowan Group Inc • Motorcycles, bicycles & parts • New York
BACKGROUND
Share Exchange Agreement • July 23rd, 2004 • Trident Rowan Group Inc • Motorcycles, bicycles & parts • New York
DRAFT 3/26/97 UNDERWRITING AGREEMENT
Underwriting Agreement • April 24th, 1997 • Trident Rowan Group Inc • Motorcycles, bicycles & parts • New York
EQUITY JOINT VENTURE AGREEMENT BETWEEN COMTECH GROUP INC., AND BROADWELL GROUP LTD.,
Equity Joint Venture Agreement • January 21st, 2005 • Comtech Group Inc • Motorcycles, bicycles & parts
STOCK OPTION AGREEMENT EMPLOYEE NON-QUALIFIED STOCK OPTION
Securities and Incentive Plan • February 4th, 2010 • Cogo Group, Inc. • Electronic components & accessories

WHEREAS, the Company has adopted the Cogo Group, Inc. 2009 Omnibus Securities and Incentive Plan (the “Plan”) for the benefit of its employees, nonemployee directors and consultants and the employees, nonemployee directors and consultants of its affiliates, and

and IXION, LDC
Warrant Agreement • December 8th, 1998 • Trident Rowan Group Inc • Motorcycles, bicycles & parts • New York
and
Warrant Agreement • December 8th, 1998 • Trident Rowan Group Inc • Motorcycles, bicycles & parts • New York
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Credit Facility Agreement No.: 10206111062 [Translation]
Facility Agreement • July 21st, 2011 • Cogo Group, Inc. • Electronic components & accessories
Domestic L/C Trade-Finance Credit Facility Contract
Cogo Group, Inc. • July 21st, 2011 • Electronic components & accessories

Based on the principle of voluntariness, equality, mutual benefit, and good faith, Party A agrees to provide a credit facility for domestic L/C trade finance to Party B. To ensure both parties’ rights, obligations and liabilities, this contract is hereby entered into by both parties.

ARTICLE I AMENDMENTS
Agreement and Plan of Merger • December 11th, 1998 • Trident Rowan Group Inc • Motorcycles, bicycles & parts
and AZZURRA, INC.
Warrant Agreement • December 8th, 1998 • Trident Rowan Group Inc • Motorcycles, bicycles & parts • New York
ARTICLE I THE MERGER
Agreement and Plan of Merger and Reorganization • December 11th, 1998 • Trident Rowan Group Inc • Motorcycles, bicycles & parts • New York
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 4th, 2010 • Cogo Group, Inc. • Electronic components & accessories

WHEREAS, the Company has adopted the Cogo Group, Inc. 2009 Omnibus Securities and Incentive Plan (the “Plan”) for the benefit of its employees, nonemployee directors and consultants and the employees, nonemployee directors and consultants of its affiliates, and

CONSULTANT UNRESTRICTED STOCK AWARD AGREEMENT
Consultant Unrestricted Stock Award Agreement • February 4th, 2010 • Cogo Group, Inc. • Electronic components & accessories

WHEREAS, the Company has adopted the Cogo Group, Inc. 2009 Omnibus Securities and Incentive Plan (the “Plan”) for the benefit of its employees, nonemployee directors and consultants and the employees, nonemployee directors and consultants of its affiliates, and

Maximum Amount Guarantee Contract [Translated from Chinese]
Cogo Group, Inc. • July 21st, 2011 • Electronic components & accessories

Address: Baihuo Plaza, 123 Shennan Rd., Shenzhen, Guangdong, PRC Legal Representative: YANG Xiaozhou Title: Branch Manager Telephone: 83372502 Fax: 83392234 Zip Code: 518001

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 7th, 2007 • Comtech Group Inc • Electronic components & accessories • Hong Kong

STOCK PURCHASE AGREEMENT, dated August 1, 2007, by and among Comtech Group, a company incorporated in the Cayman Islands, the registered office of which is situated at PO Box 309GT, Ugland House, South Church Street, Grand Cayman, Cayman Islands (the “Purchaser”), on the one hand, and First King International Limited, a company incorporated in the British Virgin Islands, the registered office of which is situated at P.O. Box 957, Offshore Incorporation Center, Road Town, Tortola, British Virgin Islands (the “Seller”), Keen Awards Limited (奇利光电香港有限公司) a company organized and existing under the laws of Hong Kong ( the “Company”) and Shenzhen Hui Cheng Yun Tong Company Limited (深圳汇诚运通科技有限公司), a company organized and existing under the laws of the People’s Republic of China (“SZ”, collectively with the Company, the “Company Group” ), and the natural persons listed on Part I of Schedule I attached hereto (the “Individual Shareholders”), on the other hand.

SHARES ACQUISITION AGREEMENT (the “AGREEMENT” ) OF SHANGHAI E & T SYSTEM COMPANY LIMITED
Shares Acquisition Agreement • August 9th, 2006 • Comtech Group Inc • Electronic components & accessories • Hong Kong

Pursuant to this Agreement, Comtech China have agreed to acquire and 潋椉 and 孙瀻 (collectively the “Transferor”) who are the shareholders of the Duckworth named in Schedule 1 have agreed to dispose the shares interest in the Company, representing 40% equity interest in [“ ”] for a consideration of totally RMB16,000,000 satisfy by cash.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 31st, 2007 • Comtech Group Inc • Electronic components & accessories • Hong Kong

STOCK PURCHASE AGREEMENT, dated August 27, 2007, by and among Comtech Group, a company incorporated in the Cayman Islands, the registered office of which is situated at PO Box 309GT, Ugland House, South Church Street, Grand Cayman, Cayman Islands (the “Purchaser”), Broadwell Group Ltd., a company incorporated in the British Virgin Islands, the registered office of which is situated at OMC Chambers, P.O. Box 3152, Road Town, Tortola, British Virgin Islands (the “Seller”), Broad Wise Holdings Limited, a company incorporated in the British Virgin Islands, the registered office of which is situated at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, the British Virgin Islands ( the “Company”), and Comtech Broadband Corporation Limited, a company organized and existing under the laws of Hong Kong (the “HK Company”, together with the Company, the “Company Group”) on the other hand.

Summary Translation of Credit Facility Agreement No.: 102061100317 Note: This is not a comprehensive translation.
Facility Agreement • December 15th, 2010 • Cogo Group, Inc. • Electronic components & accessories
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