English Translation) Shenzhen Employment Agreement Prepared by Shenzhen Bureau of Labor and Social Security (For full-time employees)Employment Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining
This employment agreement is made and entered into by and between Employer (hereafter referred to as Party A) and Employee (hereafter referred to as Party B). As provided by Labor Law of the People’s Republic of China (hereafter referred to as Labor Law), Labor Contract Law of the People’s Republic of China (hereafter referred to Labor Contract Law) and other relevant laws and administrative regulations, on voluntary basis and equal standing, it is agreed by and between Party A and Party B as follows:
SHARE EXCHANGE AGREEMENT by and among DEERFIELD RESOURCES, LTD. LEADING ASIA PACIFIC INVESTMENT LIMITED and UNITECH INTERNATIONAL INVESTMENT HOLDINGS LIMITED, THE SOLE SHAREHOLDER OF LEADING ASIA PACIFIC INVESTMENT LIMITED Dated as of February 10, 2010Share Exchange Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining • Nevada
This SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of February 10, 2010, is by and among Deerfield Resources, Ltd., a Nevada corporation ("Deerfield"), Leading Asia Pacific Investment Limited, a British Virgin Islands company ("Leading Asia"), and the sole shareholder of Leading Asia, Unitech International Investment Holdings Limited, a British Virgin Islands Company (the "Shareholder"). Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively, as the "Parties." Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.
ContractDeerfield Resources, Ltd. • February 12th, 2010 • Metal mining
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 10, 2010, among Deerfield Resources, Ltd., a Nevada corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
English Translation) Confidentiality AgreementShenzhen TMK Power • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining
As provided by national and provincial law, administrative regulations and the Unfair Competition Law of the People's Republic of China, it is agreed by and between Party A and Party B as follows:
English Translation) Realty Lease ContractDeerfield Resources, Ltd. • February 12th, 2010 • Metal mining
This realty lease contract is entered into by and between Party A and Party B based on “China Contract Law”, “China Real Estate Administrative Law”, “Shenzhen Special Economic Zone House Leasing Act” and their implementing regulations. In consideration of the mutual covenants and agreements herein contained, it is agreed by and between the lessor and the lessee as follows:
CANCELLATION AGREEMENTCancellation Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining • Nevada
CANCELLATION AGREEMENT, dated February 10, 2010 (this “Agreement”), by and among, Deerfield Resources, Ltd., a Nevada corporation (the “Company”), and United Fertilisers (UK) Ltd. (the “Cancelling Party”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining • New York
THIS TERMINATION AND RELEASE AGREEMENT (this "Agreement") is effective as of February 10, 2010 (the "Effective Date"), by and among ASK Prospecting & Guiding Inc , having an office at 443 JR Smallwood Bvld., Gambo, Newfoundland, Canada, A0G-2E0 (the "Vendor") and Deerfield Resources, Ltd., a Nevada Corporation, having an office at 50 Christopher Columbus Drive, Suite 1606, Jersey City, New Jersey 07302, USA (the "Purchaser"). Each of the Vendor and the Purchaser are referred to as a "Party" and together as "Parties" hereto.
English Translation) Bank Loan AgreementLoan Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining
Purpose Working capital and repayment of the loans of other banks. The Borrower may not change the purpose of the loan without written consent by the Bank
English Translation) Bank Loan AgreementLoan Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining
Principal The Bank will grant the Borrower a loan credit of RMB 15,300,000. The loan will be paid to the Borrower in 36 monthly installments. The Bank can change, revoke the credit at any time upon its discretion.
English Translation) Equity Transfer AgreementEquity Transfer Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining
Zongfu Wang (“Party B”) Domicile: No.141, Jinfu Pavilion, Jinyuan Building, No. 3008, South Bao'an Road, Luohu District, Shenzhen City, Guangdong Province ID No. : 440303196404243717
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining • New York
This Make Good Escrow Agreement (the “Make Good Agreement”), dated effective as of February 10, 2010, is entered into by and among Deerfield Resources, Ltd., a Nevada corporation (the “Company”), the Investors (as defined below), Unitech International Investment Holdings Limited, a company organized and existing under the laws of the British Virgin Islands (the “Controlling Stockholder”), Ms. Guifang Li and Mr. Henian Wu (the Controlling Stockholder, Guifang Li and Henian Wu collectively being referred to herein as the “Make Good Pledgors”), Westminster, a division of Hudson Securities, Inc. as placement agent to the Company (“Placement Agent”) and Escrow, LLC, as escrow agent (“Escrow Agent”).
English Translation) Bank Loan AgreementBank Loan Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining
Repayment and Repayment in advance The Borrower shall repay the loan according to the contract. Repayment in advance shall be approved by the Bank with at least one month notice in advance.
English Translation) Shenzhen Employment Agreement Prepared by Shenzhen Bureau of Labor and Social Security (For full-time employees)Employment Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining
This employment agreement is made and entered into by and between Employer (hereafter referred to as Party A) and Employee (hereafter referred to as Party B). As provided by Labor Law of the People's Republic of China (hereafter referred to as Labor Law), Labor Contract Law of the People's Republic of China (hereafter referred to Labor Contract Law) and other relevant laws and administrative regulations, on voluntary basis and equal standing, it is agreed by and between Party A and Party B as follows:
English Translation) Shenzhen Employment Agreement Prepared by Shenzhen Bureau of Labor and Social Security (For full-time employees)Employment Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining
This employment agreement is made and entered into by and between Employer (hereafter referred to as Party A) and Employee (hereafter referred to as Party B). As provided by Labor Law of the People’s Republic of China (hereafter referred to as Labor Law), Labor Contract Law of the People’s Republic of China (hereafter referred to Labor Contract Law) and other relevant laws and administrative regulations, on voluntary basis and equal standing, it is agreed by and between Party A and Party B as follows:
LOCK-UP AGREEMENTLock-Up Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining • New York
The undersigned is a current or former director, executive officer or beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock of Deerfield Resources, Ltd., a Nevada corporation (the “Company”). The undersigned understands that the Company will complete a private placement of a minimum of 50 Units and a maximum of 80 Units, or up to 96 Units if the Company elects to accept over-subscriptions, with each Unit (the “Units”) consisting of 100,000 shares of common stock and a five-year detachable warrant to purchase 50,000 shares of common stock with an exercise price of $1.60 per share, for a purchase price of $125,000 per Unit (the “Funding Transaction”). The undersigned understands that the Company and the investors in the Funding Transaction will proceed with the Funding Transaction in reliance on this Letter Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining • New York
SUBSCRIPTION AGREEMENT (this "Agreement") made as of this 10th day of February, 2010, between Deerfield Resources, Ltd., a Nevada corporation (the "Company"), and the undersigned (the "Subscriber").
