Ever-Glory International Group, Inc. Sample Contracts

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RECITALS
Agreement and Plan of Reorganization • August 24th, 2005 • Andean Development Corp • Services-engineering, accounting, research, management • Florida
Contract
Ever-Glory International Group, Inc. • August 8th, 2007 • Services-engineering, accounting, research, management • New York

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 8th, 2007 • Ever-Glory International Group, Inc. • Services-engineering, accounting, research, management • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August 2, 2007, by and among Ever-Glory International Group, Inc., a Florida corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

SECURITY AGREEMENT
Security Agreement • August 8th, 2007 • Ever-Glory International Group, Inc. • Services-engineering, accounting, research, management • New York
SECTION 2 Representations and Warranties of Seller
Equity Interest Transfer Agreement • August 24th, 2005 • Andean Development Corp • Services-engineering, accounting, research, management • California
Contract of Guaranty of Maximum Amount No. Ec1000010070700002
Ever-Glory International Group, Inc. • August 4th, 2010 • Apparel & other finishd prods of fabrics & similar matl

In order to ensure the performance of the Contract of Maximum Amount of Claim numbered A04 000010070700005, which was concluded between Party A and Golden Way Nanjing Garment Co., Ltd. (hereinafter called the Debtor), and all specific business contracts, agreements, and applications under this contract (hereinafter called the Principal Contract), Party B is willing to provide the Debtor with a guaranty of guaranty of joint and several liability of maximum amount. In order to clarify their liabilities and keep to their credibility, Party A and Party B have entered into the Contract for common observance and joint performance, according to governing laws, regulations and rules, and through negotiation and agreement.

EXHIBIT 1.3(b) ANDEAN DEVELOPMENT CORPORATION 1,200,000 Shares of Common Stock and 1,200,000 Common Stock Purchase Warrants
Andean Development Corp • October 29th, 1996 • Services-engineering, accounting, research, management • Florida
State-owned Land Use Right Transfer Agreement
Ever-Glory International Group, Inc. • November 29th, 2006 • Services-engineering, accounting, research, management
CONVERTIBLE NOTE
Ever-Glory International Group, Inc. • August 8th, 2007 • Services-engineering, accounting, research, management • New York

This Note has been entered into pursuant to the terms of a Subscription Agreement between the Borrower, the Holder and certain other subscribers of the Borrower’s convertible notes, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

China Merchants Bank Mortgage Agreement China Merchants Bank Nanjing Branch
Mortgage Agreement • March 31st, 2009 • Ever-Glory International Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

To guarantee that the principal and interests of the debts and other relevant expenses under the Master Agreement could be paid off on schedule, Party B agrees to use the property that it owns or has the right to dispose of as the collateral. After examination, Party A agrees to accept the said property as the collateral. In accordance with relevant laws and through amicable negotiation, both parties hereby conclude as follows:

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 28th, 2008 • Ever-Glory International Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

THIS AGREEMENT is entered into, effective as of March __, 2008 by and between Ever-Glory International Group, Inc., a Florida corporation (the “Company”), and ___________________ (“Indemnitee”).

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • August 8th, 2007 • Ever-Glory International Group, Inc. • Services-engineering, accounting, research, management • New York

STOCK PLEDGE AGREEMENT (this “Agreement”), dated August 2, 2007 by and between Kang Yi Hua (“Pledgor”); the Lenders identified on Schedule A hereto (collectively, “Pledgee”); and the Collateral Agent;

Lease Agreement (English Translation)
Lease Agreement • March 12th, 2008 • Ever-Glory International Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

Note: This is an English translation of an agreement originally drafted in Chinese, and accordingly this translation is not legally effective or binding on the parties. This translation is being furnished for disclosure purposes.

Counter Guarantee Agreement
Counter Guarantee Agreement • April 16th, 2013 • Ever-Glory International Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

Whereas Party A provides assets pledge and joint liability guarantee for Party B to finance with the banks, in order to ensure its legal rights and interests, Party A demands a counter guarantee from Party B.

AMENDMENT NO. 1 TO AGREEMENT FOR THE PURCHASE AND SALE OF STOCK
Agreement for the Purchase and Sale of Stock • September 1st, 2006 • Ever-Glory International Group, Inc. • Services-engineering, accounting, research, management

THIS AMENDMENT NO. 1 TO AGREEMENT FOR THE PURCHASE AND SALE OF STOCK (this "Amendment") is made and entered into this 31st day of August, 2006 by and among by and among Ever-glory International, Inc., a Florida corporation, the address of which is 17870 Castleton Street #335, City of Industry, California 91748 (“Ever-Glory”) and Perfect Dream Ltd, a British Virgin Islands corporation, the address of which is Akara Building, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (“Buyer”) on the one hand, and Ever-Glory Enterprises (HK) Ltd, a Hong Kong corporation, the address of which is Akara Building, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (“Seller”) and Nanjing Catch-Luck Garments Co, Ltd, a Chinese limited liability company with the address of Dongshan Town, Jiangning District, Nanjing, People Republic of China (“Catch-Luck”) on the other hand.

July 25, 2007
Ever-Glory International Group, Inc. • August 8th, 2007 • Services-engineering, accounting, research, management
NON-COMPETE AGREEMENT
Non-Compete Agreement • August 8th, 2007 • Ever-Glory International Group, Inc. • Services-engineering, accounting, research, management • New York

THIS NON-COMPETE AGREEMENT ("Agreement") dated as of August 2, 2007 among Ever-Glory International Group, Inc. (the “Company” or “Employer”), a Florida corporation, and Mr. Yihua Kang ("Employee").

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China Merchants Bank Loan Contract China Merchants Bank Nanjing Branch
Ever-Glory International Group, Inc. • March 31st, 2009 • Apparel & other finishd prods of fabrics & similar matl

oThis Contract is a specific contract under the Credit Granting Agreement with the number of_______________(If this provision is applicable, please tick ‘√’ in the o).

CAPITAL CONTRIBUTION AGREEMENT (English Translation)
Capital Contribution Agreement • January 15th, 2008 • Ever-Glory International Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

For valuable consideration which is hereby acknowledged, and after consensus reached through negotiations, the parties to this Agreement hereby agree as follows:

Land Development Agreement (English Translation)
Land Development Agreement • March 12th, 2008 • Ever-Glory International Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

Note: This is an English translation of an agreement originally drafted in Chinese, and accordingly this translation is not legally effective or binding on the parties. This translation is being furnished for disclosure purposes.

Jiangning District of Nanjing Real Eatate Mortgage Contract Printed by Housing and Urban and Rural Constructing Bureau, Jiangjing District of Nanjing
Ever-Glory International Group, Inc. • January 10th, 2011 • Apparel & other finishd prods of fabrics & similar matl

One. The Contract is used in the mortgage of existing home (real estate), and can be a reference for the mortgage of projects under construction.

CREDIT AGREEMENT (English Summary Translation)
Credit Agreement • November 12th, 2008 • Ever-Glory International Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

To ensure the execution of the one or more loan agreement(s) entered by Party A and Nanjing Goldenway Nanjing Garments Co. Ltd. (hereinafter, known as “Debtor”), Party B shall provide guarantee for Debtor. This Agreement is entered by Party A and Party B in accordance with the PRC Laws and Regulations.

Contract No.: A04 110110022100006
Ever-Glory International Group, Inc. • March 17th, 2010 • Apparel & other finishd prods of fabrics & similar matl

In order to ensure Party A has its claim paid by Party B to the maximum amount, and to clarify the domain of credit of the guaranty of maximum amount, Party A and Party B have entered into the Contract for common observance and joint performance, according to governing laws, regulations and rules, and through negotiation and agreement.

Guaranty Contract No. Ec1 1101 087051 02254
Guaranty Contract • May 13th, 2009 • Ever-Glory International Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

In order to ensure the performance of the Contract of Maximum Amount of Credit numbered A04110108073100053, which was concluded between Party A and Goldenway Nanjing Garment Co., Ltd. (hereinafter called the Debtor), and all specific business contracts, agreements, and applications under this contract (hereinafter called the Principal Contract), Party B is willing to provide the Debtor with a guaranty of joint and several liability of maximum amount. In order to clarify their liabilities and keep to their credibility, Party A and Party B have entered into the Contract for common observance and joint performance, according to governing laws, regulations and rules, and through negotiation and agreement.

Contract of Maximum Amount of Claim No. A04000010070700005
Ever-Glory International Group, Inc. • August 4th, 2010 • Apparel & other finishd prods of fabrics & similar matl

In order to ensure Party A has its claim paid by Party B to the maximum amount, and to clarify the domain of credit of the guaranty of maximum amount, Party A and Party B have entered into the Contract for common observance and joint performance, according to governing laws, regulations and rules, and through negotiation and agreement.

AGREEMENT FOR THE PURCHASE AND SALE OF STOCK
Agreement for the Purchase and Sale of Stock • November 13th, 2006 • Ever-Glory International Group, Inc. • Services-engineering, accounting, research, management • California

THIS AGREEMENT is made and entered into on this 9th day of November 2006, by and among Ever-glory International, Inc., a Florida corporation, the address of which is 17870 Castleton Street #335, City of Industry, California 91748 (“Ever-Glory”) and Perfect Dream Ltd, a British Virgin Islands corporation, the address of which is Akara Building, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (“Buyer”) on the one hand, and Ever-Glory Enterprises (HK) Ltd, a Hong Kong corporation, the address of which is Akara Building, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (“Seller”) and Nanjing New-Tailun Garments Co, Ltd, a Chinese limited liability company with the address of Shangfag Street, Jiangning District, Nanjing, People Republic of China (“New-Tailun”) on the other hand.

JOINT VENTURE ESTABLISHMENT AGREEMENT (English Translation)
Joint Venture Establishment Agreement • January 15th, 2008 • Ever-Glory International Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

This Joint Venture Establishment Agreement (the “Agreement”) is entered into by and between the parties below as of January 9, 2008.

Equity Transfer Agreement
Equity Transfer Agreement • April 8th, 2010 • Ever-Glory International Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

Shanghai La Chapelle Garment and Accessories Company Limited (Subject Company) has 7.5 million of RMB Yuan as registered capital, 10% of the total registered capital were invested by Party A. In the light of governing laws and regulations, through friendly negotiations by the Parties, the following articles are agreed upon:

GUARANTY
Guaranty • August 8th, 2007 • Ever-Glory International Group, Inc. • Services-engineering, accounting, research, management • New York
CONFIDENTIAL Ever-glory International Group Apparel Inc. Perfect Dream Ltd Huarui Mansion
Ever-Glory International Group, Inc. • August 4th, 2011 • Apparel & other finishd prods of fabrics & similar matl

With reference to our recent discussion, we are pleased to confirm our agreement to granting you the below uncommitted banking facilities which will be made available on the specific terms and conditions outlined in this Facility Letter and upon the satisfactory completion of the security and conditions precedent detailed below. Notwithstanding anything to the contrary in this Facility Letter, the facilities are subject to:

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