SHARE EXCHANGE AGREEMENT

Exhibit 10.1

SHARE EXCHANGE AGREEMENT

By and Among

Commonwealth Biotechnologies, Inc.

A Virginia Corporation

and

GL Biochem (Shanghai) Ltd

A British Virgin Island Corporation

and

the Shareholders of GL Biochem (Shanghai) Ltd, a British Virgin Island Corporation

Dated as of September 1, 2009

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this 1 ^st day of September, 2009, by and between Commonwealth Biotechnologies, Inc., a Virginia corporation (hereinafter referred to as “CBI”), with its principal executive office at 601 Biotech Drive, Richmond, Virginia 23235, and GL Biochem (Shanghai) Ltd, a company incorporated under the laws of British Virgin Island (hereinafter referred to as “GB”), with offices at 519 Zi Yue Road, Shanghai, China and the shareholders of GB (collectively, the “GB Shareholders,” individually, the “GB Shareholder”) as set forth on Exhibit A hereto. Each of the parties to this Agreement is individually referred to herein as a “ Party ” and collectively, as the “ Parties .”

Premises

WHEREAS , CBI is a publicly held corporation incorporated under the laws of the Commonwealth of Virginia;

WHEREAS , as of the date hereof, CBI has 8,141,796 shares of common stock, no par value per share (the “ CBI Common Stock ”), issued and outstanding;

WHEREAS , GB has [•] shares of capital stock (the “ GLBS Common Stock ”) issued and outstanding, all of which are held by the GB Shareholders. Each GB Shareholder is the record and beneficial owner of the number of shares of GLBS Common Stock set forth adjacent such GB Shareholder’s name on Exhibit A hereto.

WHEREAS , GL Biochem (Danyang), GL Peptide (Shanghai) Ltd, and GL Peptide (Binhai) (collectively, the “GL Associates”) have, respectively [•],[•] and [•] shares of capital stock (the “ GL Associates Common Stock ”, and together with the GLBS Common Stock, the “GB Common Stock”) issued and outstanding, all of which are held by the GB Shareholders. Each GB Shareholder is the record and beneficial owner of the number of shares of GL Associate Common Stock set forth adjacent such GB Shareholder’s name on Exhibit A hereto.

WHEREAS , CBI and GB mutually desire to exchange shares of CBI Common Stock for shares of GB Common Stock, with the intention of GB, GL Biochem (Danyang) and GL Peptide (Binhai) becoming wholly-owned subsidiaries of CBI and 86% of the shares of GL Peptide (Shanghai) Ltd becoming owned by CBI on the Closing Date (as defined in Section 1.02) in return for CBI issuing up to 80%, on a fully diluted basis, of the issued and outstanding capital stock of CBI upon consummation of the share exchange transaction contemplated hereunder (the “ Share Exchange Agreement ”).

Agreement

NOW THEREFORE , on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, and intending to be legally bound hereby, it is hereby agreed as follows:

ARTICLE I

PLAN OF EXCHANGE

Section 1.01 Share Exchange . On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the GB Shareholders by executing this Agreement, shall assign,

transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the number of shares of GB Common Stock set forth on the Exhibit A attached hereto, constituting 100% of the issued and outstanding GB Common Stock for GB, GL Biochem (Danyang) and (GL Peptide (Binhai) and 86% of the issued and outstanding stock of GL Peptide (Shanghai) Ltd.

In exchange for the transfer of such securities by the GB Shareholders, CBI shall issue to the GB Shareholders, their affiliates or assigns, [ — ] shares pursuant to Exhibit A attached hereto for all of the outstanding shares of GB and each of the (GL Associates held by GB Shareholders (the “ Exchange Shares ”) such shares shall represent between 68% and 80% (as determined in the following paragraph) of the issued and outstanding shares of CBI at the time of Closing on a fully diluted basis (the “ Exchange Share Percentage ”). For purposes of this Agreement, “fully diluted basis” shall equal the sum on the Closing Date of (i) shares of CBI common stock that are issued and outstanding and (ii) shares of CBI common stock that underlie other outstanding securities of CBI that are convertible or exercisable for the greater of (a) the average five days’ closing prices for CBI’s common stock or (b) $1.01 per share. The term “fully diluted basis” shall not include any shares underlying issuable but not issued securities or any issued securities convertible into CBI common stock that are exercisable or convertible for more than the exercise price per share described in the previous sentence. At the Closing Date, each GB Shareholder shall, on surrender of his certificate or certificates representing his shares of GB Common Stock to CBI or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing his proportionate interest in the Exchange Shares.

The number of shares of CBI Common Stock that shall be issued in return for the Exchange Shares shall vary depending on the consolidated net income for GB and the GL Associates. If the audited after-tax 2008 consolidated net profit for GB and the GL associates is equal to or greater than $3 million, the Exchange Share Percentage shall be and CBI shall deliver CBI Common Stock equal to 80% of the issued and outstanding shares of CBI on a fully diluted basis. If the audited after-tax 2008 consolidated net profit for GB and the GL associates is equal to or greater than $2 million but less than $3 million, the Exchange Share Percentage shall be and CBI shall deliver CBI Common Stock equal to the percentage of the issued and outstanding shares of CBI on a “fully diluted basis” as listed on Exhibit B .

Upon consummation of the transaction contemplated herein, all of the issued and outstanding shares of GB, GL Biochem (Danyang) and GL Peptide (Binhai) and 86% of the issued and outstanding shares of GL. Peptide (Shanghai) Ltd shall be held by CBI. Upon consummation of the transaction contemplated herein, there shall be [ — ] shares of CBI Common Stock issued and outstanding.

Section 1.02. Closing . The closing (“ Closing ”) of the transaction contemplated by this Agreement shall occur upon the exchange of the stock of CBI and GB as described in Section 1.01 herein (the “Closing Date”). Such Closing shall take place no later than ten days after the expiration or waiver of the Due Diligence Period (as such term is defined in Section 6.01(c)) at a mutually agreeable place.

Section 1.03 Closing Events . At the Closing, CBI, GB and the GB Shareholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.

Section 1.04 Directors of CBI at Closing . Effective as of the Closing Date, and subject to applicable regulatory requirements, including the preparation, filing and distribution to the shareholders of CBI of a Schedule 14(f)-1 Notice to Stockholders, Richard J. Freer, Ph.D., Robert B. Harris, Ph.D., James D. Causey, Eric Tao and Maria Song, M.D., Ph.D., Paul D’Sylva PhD, Sam Sears, shall resign from the board of directors of CBI and the following seven (7) individuals shall be appointed to the board of CBI:

[to be determined]

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[be to determined]

[be to determined]

[be to determined]

Bill Guo

[To be determined]

[To be determined]

Among them, Five (5) individuals shall be nominated by the current board of director of GB and the remaining two (2) individuals shall be nominated by the current board of directors of CBI. [Be to determined] shall be appointed to the class of directors scheduled for re-election in 2010. [Be to determined] shall be appointed to the class of directors scheduled for re-election in 2011. Mr. Guo and [to be determined] shall be appointed to the class directors scheduled for re-election in 2012.

Section 1.05 Officers of CBI at Closing . Effective as of the Closing Date, Bill Guo, Richard J. Freer, James H. Brennan, Robert B. Harris and Thomas R. Reynolds shall resign from each officer position held at CBI, and the following individual shall be appointed to the offices of CBI:

Hongyan Xu- President, Chief Executive Officer, Secretary

ARTICLE II

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF GB

GB represents, warrants and agrees that all of the statements in the following subsections of this Article II are true and complete as of the date hereof. The disclosure schedules attached hereto as Schedule 2.02 through 2.16 (the “ GB Disclosure Schedules ”) are divided into sections that correspond to the sections of this Article II. The GB Disclosure Schedules comprise lists of all exceptions to the truth and accuracy in all material respects of, and of all disclosures or descriptions required by, the representations and warrants set forth in this Article II.

Section 2.01 Incorporation . GB is a company duly incorporated, validly existing, and in good standing under the laws of the jurisdiction where it is incorporated and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. Included in the GB Disclosure Schedules are complete and correct copies of GB Constituent Instruments (defined below) as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of GB Constituent Instruments. GB has taken all actions required by law, its articles of incorporation and bylaws, or otherwise to authorize the execution and delivery of this Agreement. GB has full power, authority, and legal capacity and has taken all action required by law, its articles of incorporation and bylaws, and otherwise to consummate the transactions herein contemplated. For the purpose of this Agreement, “ GB Constituent Instruments ” shall mean the memorandum and articles of association of GB and such other constituent instruments of GB as may exist, each as amended to the date of this Agreement.

Section 2.02 Authorized Shares . GB is authorized to issue [be to determined] shares of capital stock, consisting of [be to determined] shares of common stock, par value of $ [be to determined] per share and [be to determined] shares of preferred stock, par value of $ [be to determined] per

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share. There are [be to determined] shares of common stock currently issued and outstanding and [be to determined] shares of preferred stock currently issued and outstanding. The issued and outstanding shares are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person. Except as disclosed in the Schedule 2.02 , there are not other bonds, debentures, notes or other indebtedness of GB having the right to vote (or convertible into, or exchangeable for, securities having right to the vote (“Voting GB Debt”). Except as disclosed on the Schedule 2.02 , there are not other options, warrants, rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which GB is a party or by which any of them is bound (a) obligating GB to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interests in GB or any Voting GB Debt, (b) obligating GB to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of GB. As of the date of this Agreement, there are not any outstanding contractual obligations of GB to repurchase, redeem or otherwise acquire any shares of capital stock of GB.

Section 2.02 Subsidiaries . Except as set forth in Schedule 2.03 , GB does not have any subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.

Section 2.03 Financial Statements .

(a) Included in the Schedule 2.04 are the audited balance sheets of GB as of December 31, 2008 and 2007 and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal years ended December 31, 2008 and 2007, and the review balance sheets of GB as of June 30, 2009 and 2008 and the related reviewed statements of operations, stockholders’ equity and cash flows for the quarters ended June 30, 2009 and 2008, together with the notes to such statements and the opinion of [ — ], independent certified public accountants.

(b) All such financial statements have been prepared in accordance with generally accepted accounting principles (“US GAAP”) consistently applied throughout the periods involved. The GB balance sheets are true and accurate and present fairly as of their respective dates the financial condition of GB. As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, GB had no other liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with U.S. GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of GB, in accordance with US GAAP. The statements of operations, stockholders’ equity and cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles.

(c) All of GB’s assets are reflected on its financial statements, and reviewed balance sheet of GB as of June 30, 2009 duly reports and fairly presents the balance of $ [be to determined] in cash.

(d) Except as set forth in the GB Disclosure Schedules or the financial statements of GB or the notes thereto, GB has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise.

(e) GB has duly and punctually paid all governmental fees and taxation which it has become liable to pay and has duly allowed for all taxation reasonably foreseeable and is under no

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liability to pay any penalty or interest in connection with any claim for governmental fees or taxation and GB has made any and all proper declarations and returns for taxation purposes and all information contained in such declarations and returns is true and complete and full provision or reserves have been made in its financial statements for all governmental fees and taxation.

(f) The books and records, financial and otherwise of GB are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices.

Section 2.04 Information . The information concerning GB set forth in this Agreement and in the GB Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading. In addition, GB has fully disclosed in writing to CBI (through this Agreement or the GB Schedules) all information relating to matters involving GB or its assets or its present or past operations or activities which (i) indicated or may indicate, in the aggregate, the existence of a greater than $50,000 liability, (ii) have led or may lead to a competitive disadvantage on the part of GB or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to a material adverse effect on GB, its assets, or its operations or activities as presently conducted or as contemplated to be conducted after the Closing Date, including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates.

Section 2.05 Absence of Certain Changes or Events. Since December 31, 2008:

(a) There has not been any material adverse change in the business, operations, properties, assets, or condition (financial or otherwise) of GB;

(b) GB has not (i) amended its articles of incorporation or bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its shares; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of GB; (iv) made any material change in its method of management, operation or accounting, (v) entered into any other material transaction other than sales in the ordinary course of its business; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and

(c) Except as disclosed in the GB Schedules, GB has not (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business; (iii) (iii) paid or agreed to pay any material obligations or liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent GB balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights or canceled, or agreed to cancel, any debts or claims; (v) made or permitted

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any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of GB; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock) except in connection with this Agreement.

(d) to its best knowledge, GB has not become subject to any law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of GB.

Section 2.06 No Undisclosed Liabilities . Other than as disclosed on Schedule 2.06 , GB has no liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) other than those incurred in the ordinary course of its business since December 31, 2008 and which, individually or in the aggregate, do not or would not have a Material Adverse Effect on GB.

Section 2.07 Indebtedness . Schedule 2.07(a) . hereto sets forth all outstanding secured and unsecured Indebtedness of GB as of the date of this Agreement. For the purposes of this Agreement, “ Indebtedness ” shall mean (a) any liabilities for borrowed money or amounts owed in excess of $5,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same should be reflected in GB’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $5,000 due under leases required to be capitalized in accordance with GAAP. Except as set forth in Schedule 3.08(b) . GB is not in default with respect to any Indebtedness.

Section 2.08 Litigation and Proceedings . As of the date of this Agreement, there are no actions, suits, proceedings, or investigations pending or, to the knowledge of GB after reasonable investigation, threatened by or against GB or affecting GB or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. GB does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

Section 2.09 Taxes . Except as set forth on Schedule 2.09 , GB has accurately prepared and timely filed all applicable tax returns required by law to he filed by it, has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the financial statements of GB for all current taxes and other charges to which GB is subject and which are not currently due and payable. Except as set forth on Schedule 2.09 , GB has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against GB for any period, nor of any basis for any such assessment, adjustment or contingency.

Section 2.10 Operation of Business . Except as disclosed in Schedule 2.10 , GB does not own, nor is validly licensed nor otherwise has the right to use, any intellectual property rights. To the extent GB uses any intellectual property, GB owns or has the lawful right to use all patents, trademarks, domain names (whether or not registered) and any patentable improvements or copyrightable derivative works thereof, websites and intellectual property rights relating thereto, service marks, trade names, copyrights, licenses and authorizations, and all rights with respect to the foregoing, which are necessary for the conduct of its business as now conducted without any conflict with the rights of others, except where the failure to so own or possess would not have a Material Adverse Effect.

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Section 2.11 Environmental Compliance . Since its inception, GB has not been in violation of any applicable law relating to the environment or occupational health and safety, where such violation would have a material adverse effect on the business or financial condition of any of GB, GB (i) is in compliance with any and all Environmental Laws (as hereinafter defined), (ii) has received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct its business and (iii) is in compliance with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. “ Environmental Laws ” shall mean all applicable laws relating to the protection of the environment including, without limitation, all requirements pertaining to reporting, licensing, permitting, controlling, investigating or remediating emissions, discharges, releases or threatened releases of hazardous substances, chemical substances, pollutants, contaminants or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature, into the air, surface water, groundwater or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of hazardous substances, chemical substances, pollutants, contaminants or toxic substances, material or wastes, whether solid, liquid or gaseous in nature. Other than as disclosed on Schedule 2.11 , GB is also in compliance with all other limitations, restrictions, conditions, standards, requirements, schedules and timetables required or imposed under all Environmental Laws. There are no past or present events, conditions, circumstances, incidents, actions or omissions relating to or in any way affecting GB that violate or may violate any Environmental Law after the Closing Date or that may give rise to any environmental liability, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, study or investigation (i) under any Environmental Law, or (ii) based on or related to the manufacture, processing, distribution, use, treatment, storage (including without limitation underground storage tanks), disposal, transport or handling, or the emission, discharge, release or threatened release of any hazardous substance where, in each of the foregoing clauses (i) and (ii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 2.12 Contracts .

(a) All “material” contracts, agreements, franchises, license agreements, debt instruments or other commitments to which GB is a party or by which it or any of its assets, products, technology, or properties are bound other than those incurred in the ordinary course of business are set forth on the GB Schedules. A “material” contract, agreement, franchise, license agreement, debt instrument or commitment is one which (i) will remain in effect for more than six (6) months after the date of this Agreement or (ii) involves aggregate obligations of at least fifty thousand dollars ($50,000);

(b) All contracts, agreements, franchises, license agreements, and other commitments to which GB is a party or by which its properties are bound and which are material to the operations of GB taken as a whole are valid and enforceable by GB in all respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; and

(c) Except as included or described in the GB Schedules or reflected in the most recent GB balance sheet, GB is not a party to any oral or written (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation; (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or director of GB.

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(d) Except as set forth in Schedule 2.12(d) , GB has in all material respects performed all the obligations required to be performed by it to date under the foregoing agreements, has received no notice of default and is not in default under any Material Agreement now in effect the result of which would cause a Material Adverse Effect.

Section 2.13 Transactions with Affiliates . Except as set forth on Schedule 2.13 , there are no loans, leases, agreements, contracts, royalty agreements, management contracts or arrangements or other continuing transactions between (a) GB on the one hand, and (b) on the other hand, any officer, employee, consultant or director of GB, or any of its subsidiaries, or any person owning any capital stock of GB or any member of the immediate family of such officer, employee, consultant, director or stockholder or any corporation or other entity controlled by such officer, employee, consultant, director or stockholder, or a member of the immediate family of such officer, employee, consultant, director or stockholder.

Section 2.14 No Conflict with Other Instruments . The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which GB is a party or to which any of its assets, properties or operations are subject.

Section 2.15 Compliance with Laws and Regulations . To the best of its knowledge, GB has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of GB or except to the extent that noncompliance would not result in the occurrence of any material liability for GB. This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.

Section 2.16 Authority, Execution and Delivery; Enforceability of Agreement . GB has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Share Exchange. The execution and delivery by GB of this Agreement and the consummation by GB of the Share Exchange have been duly authorized and approved by the Board of Directors of GB and no other corporate proceedings on the part of GB are necessary to authorize this Agreement and the Share Exchange. When executed and delivered, this Agreement will be enforceable against GB in accordance with its terms.

Section 2.17 Bank Accounts; Power of Attorney . Schedule 2.17 hereto sets forth a true and complete list of (a) all accounts with banks, money market mutual funds or securities or other financial institutions maintained by GB within the past twelve (12) months, the account numbers thereof, and all persons authorized to sign or act on behalf of GB, (b) all safe deposit boxes and other similar custodial arrangements maintained by GB within the past twelve (12) months, (c) the check ledger for the last 12 months, and (d) the names of all persons holding powers of attorney from GB or who are otherwise authorized to act on behalf of GB with respect to any matter, other than its officers and directors, and a summary of the terms of such powers or authorizations.

Section 2.18 Valid Obligation . This Agreement and all agreements and other documents executed by GB in connection herewith constitute the valid and binding obligation of GB, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

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Section 2.19 Title to Properties . Except as disclosed in Schedule 2.13 , GB does not own any real property.

Section 2.20 Insurance . Except as disclosed in Schedule 2.15 , GB and any of its subsidiaries does not currently maintain any form of insurance. Beginning on the Closing Date and for a period of two years thereafter, GB shall take all actions necessary to cause CBI to renew and maintain all of CBI’s insurance policies with at least the same benefits and no more than existing deductibles or co-payments.

Section 2.21 Labor Matters .

(a) Except as disclosed in Schedule 2.21(a) , there are no collective bargaining or other labor union agreements to which GB is a party or by which GB is bound. No material labor dispute exists or, to the knowledge of GB, is imminent with respect to any of the employees of GB.

(b) Set forth in Schedule 2.21(b) is a complete list of all stock option plans providing for the grant by GB of stock options to directors, officers, employees, consultants or other persons.

(c) Except as disclosed on Schedule 2.21(c) , GB has no employment contract, agreement, or other similar contract with any officer, consultant or employee.

(d) Except as set forth in Schedule 2.21(d) , neither the consummation of the transactions contemplated hereunder alone, nor in combination with another event, with respect to each director, officer, employee and consultant of GB, will result in (a) any payment (including, without limitation, severance, unemployment compensation or bonus payments) becoming due from GB, (b) any increase in the amount of compensation or benefits payable to any such individual or (c) any acceleration of the vesting or timing of payment of compensation payable to any such individual. Except as set forth in Schedule 2.21(d) , no agreement, arrangement or other contract of GB provides benefits or payments contingent upon, triggered by, or increased as a result of a change in the ownership or effective control of GB. Except as set forth in Schedule 2.21(d) , since December 31, 2008, no termination of any officer, consultant or employee of GB, either individually or in the aggregate, would have a Material Adverse Effect or cause any labor dispute.

Section 2.22 Foreign Corrupt Practices . Neither GB, nor, to GB’s knowledge, any director, officer, agent, employee or other person acting on behalf of GB, in the course of its actions for, or on behalf of, GB(a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Section 2.23 GB Consultant . As of the date of this Agreement, GB has engaged a consultant, agreed by CBI, advising it on the transactions contemplated hereunder. GB is solely responsible for payment of fees and expenses arising from obtaining the GB Consultant’s services. Except as set forth in Schedule 2.23 of this Agreement, no broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of GB.

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ARTICLE III

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF CBI

CBI represents, warrants and agrees that all of the statements in the following subsections of this Article III are true and complete as of the date hereof. The disclosure schedules attached hereto as Schedules 3.02 through 3.30(d) (the “ CBI Disclosure Schedules ”) are divided into sections that correspond to the sections of this Article III. The CBI Disclosure Schedules comprise lists of all exceptions to the truth and accuracy in all material respects of, and of all disclosures or descriptions required by, the representations and warrants set forth in this Article III.

Section 3.01 Organization . Except as disclosed on Schedule 3.01 , CBI and each of its subsidiaries is a corporation or other entity duly incorporated or otherwise organized, validly existing, and in good standing under the laws of its jurisdiction or organization (as applicable) and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. Except as disclosed on Schedule 3.03(a) , CBI does not have any subsidiaries. Except as set forth on Schedule 3.03(a) , CBI and each such subsidiary is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 3.02 hereof) on CBI’s financial condition.

Section 3.02 Capitalization . CBI is authorized to issue a total of 101,000,000 shares of capital stock, of which 100,000,000 shares are common stock, no par value, and 1,000,000 shares are preferred stock, no par value. As of the date of this Agreement, there are 8,141,796 shares of CBI Common Stock issued and outstanding, but no shares of preferred stock are issued and outstanding. All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person. Except as set forth on Schedule 3.02(a) hereto, no shares of CBI Common Stock are entitled to preemptive rights or registration rights and there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of CBI. Except as set forth on Schedule 3.02(b) , there are no contracts, commitments, understandings, or arrangements by which CBI is or may become bound to issue additional shares of its capital stock or options, securities or rights convertible into shares of capital stock of CBI. Except as set forth on Schedule 3.02(c) hereto, CBI is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities. Except as set forth on Schedule 3.02(d) , CBI is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of CBI.

The offer and sale of all capital stock, convertible securities, rights, warrants, or options of CBI issued prior to the Closing complied with all applicable Federal and state securities laws, and no stockholder has a right of rescission or claim for damages with respect thereto which would have a Material Adverse Effect (as defined below), CBI has furnished or made available GB and GB Shareholders true and correct copies of CBI’s Articles of Incorporation as in effect on the date hereof (the “ Certificate ”), and CBI’s Bylaws as in effect on the date hereof (the “ Bylaws ”). For the purposes of this Agreement, “ Material Adverse Effect ” means any material adverse effect on the business, operations, properties, or financial condition of CBI and its subsidiaries individually, or in the aggregate and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of CBI to perform any of its obligations under this Agreement in any material respect.

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Section 3.03 Subsidiaries and Predecessor Corporations . Schedule 3.03(a) hereto sets forth each subsidiary of CBI, showing the jurisdiction of its incorporation or organization and showing CBI’s percentage of ownership in each subsidiary. For the purposes of this Agreement, “ subsidiary ” shall mean any corporation or other entity of which at least a majority of the securities or other ownership interests having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by CBI and/or any of its other subsidiaries. All of the outstanding shares of capital stock of each subsidiary have been duly authorized and validly issued, and are fully paid and nonassessable. Other than as contemplated by Schedule 3.03(b) , there are no outstanding preemptive, conversion or other rights, options, warrants or agreements granted or issued by or binding upon any subsidiary for the purchase or acquisition of any shares of capital stock of any subsidiary or any other securities convertible into, exchangeable for or evidencing the rights to subscribe for any shares of such capital stock. Other than as set forth on Schedule 3.03(c) , neither CBI nor any subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the capital stock of any subsidiary or any convertible securities, rights, warrants or options of the type described in the preceding sentence. Neither CBI nor any subsidiary is party to, nor has any knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of any subsidiary. CBI and its subsidiaries, as applicable, each have the unrestricted right to vote, and (subject to limitations or restrictions imposed by applicable law) to receive dividends and distributions on, all capital securities of its subsidiaries as owned by CBI or any such subsidiary, as the case may be.

Section 3.04 Financial Statements.

(a) Schedule 3.04(a) hereto sets forth (i) the audited balance sheets of CBI as of December 31, 2008 and 2007 and the related audited statements of operations, stockholders’ equity and cash flows for December 31, 2008 and 2007 together with the notes to such statements and the opinions of Witt Mares, PLC and BDO Seidman, LLP, independent certified public accountants with respect thereto.

(b) Schedule 3.04(b) hereto sets forth unaudited balance sheets of June&nb