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”).
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.
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:
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:
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.
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.
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.
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.
Maximum Amount Mortgage ContractMaximum Amount Mortgage Contract • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks
LOCK-UP AGREEMENTLock-Up Agreement • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into on August 20, 2010 between Cai Yangbo (the “Founder”), and each other stockholders set forth on Schedule A attached hereto and on the signature page to this Agreement (each, a "Non-Founder Holder"; together with the Founder, each a “Holder” and collectively, the “Holders”) and SMSA Palestine Acquisition Corp., a Nevada corporation (the "Company"), with respect to the following facts:
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks • New York
This Make Good Escrow Agreement (the "Make Good Agreement"), dated as of August 20, 2010, is entered into by and among SMSA Palestine Acquisition Corp., a Nevada corporation (the "Company"), Cai Yangbo (the "Make Good Pledgor"), and Securities Transfer Corporation, a Texas corporation, as escrow agent ("Escrow Agent"), with respect to the following facts:
Special ClausesSMSA Palestine Acquistion Corp. • August 25th, 2010 • Blank checks
China Construction Bank Entrusted RMB Loan Contract (Text for Three Parties)SMSA Palestine Acquistion Corp. • August 25th, 2010 • Blank checks
In consideration of the business needs and loan request of Party A, Party B agrees to entrust Party C with granting the Entrusted Loans to Party A. To clarify the rights and obligations of each party, this contract is made and entered into by and among the three parties hereto through mutual consultation pursuant to the relevant laws and regulations of China, for the parties hereto to abide by and execute.
ContractSMSA Palestine Acquistion Corp. • August 25th, 2010 • Blank checks
BANK ACCEPTANCE AGREEMENTBank Acceptance Agreement • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks
Party A requests Party B to sign and accept its commercial bills of exchange which are as follows (an additional table may be attached as a schedule hereto if more bills of exchange are to be listed than those contained below):
Maximum Mortgage ContractImportant Notes • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks
Important Notes: This Maximum Mortgage Contract (the “Contract”) is made by and between the parties on the basis of equality and voluntariness after consultations in accordance with the laws. All the terms and conditions of the Contract are the true representations of the intents of the parties. In order to safeguard the lawful rights and interests of the Mortgagor, the creditor hereby requests the Mortgagor to read the terms and conditions of the Contract in boldface and pay sufficient attention to the content thereof.
Cooperation Agreement on Scientific Research and Development Party A: Fujian Yada Group Co., Ltd Party B: Food Science and Technology Research Institute of Fuzhou UniversityCooperation Agreement • August 25th, 2010 • SMSA Palestine Acquistion Corp. • Blank checks
Fujian Yada Group Co., Ltd (hereinafter referred as “Party A”) and Food Science and Technology Research Institute of Fuzhou University (hereinafter referred as “Party B”) started to cooperate on the project of “development of bamboo-shoot polysaccharose series products” from March, 2010. The project leader is Dr. Lin Xiangyang and Dr. Wu Jia. The project team consists of the research and development personnel of both parties. Through negotiations, both parties entered into agreement as below on the basis of good faith and mutual assistance and benefits:
