0001144204-09-041716 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 10th, 2009 • China Architectural Engineering, Inc. • Services-engineering services • Delaware

This Securities Purchase Agreement (this “Agreement”) is made and entered into as of August 6, 2009 (the “Execution Date”), by and between China Architectural Engineering, Inc., a Delaware corporation (the “Company”), KGE Group Limited, a Hong Kong limited company, and each of the purchasers listed on Schedule I attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).

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AMENDMENT AND WAIVER AGREEMENT
Amendment and Waiver Agreement • August 10th, 2009 • China Architectural Engineering, Inc. • Services-engineering services

This Amendment and Waiver Agreement (the “Agreement”) is made and entered into as of August 6, 2009, by and among China Architectural Engineering, Inc., a Delaware corporation (the “Company”), KGE Group Limited (“KGE Group”), ABN AMRO Bank N.V., London Branch (“ABN AMRO”), and CITIC Capital China Mezzanine Fund Limited (formerly known as “CITIC Allco Investments Limited.”) (“CITIC,” and together with ABN AMRO, the “Bondholders”) and ABN AMRO Bank (China) Co., Ltd., Shenzhen Branch (the “Overdraft Lender” and together with ABN AMRO and CITIC, the “Creditors”).

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