SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT

Exhibit 10.1

SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANT
PURCHASE AGREEMENT

This SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the " Agreement ") is made and entered into as of the 7 ^th day of August, 2009 between Sino Green Land Corporation, a corporation organized and existing under the laws of the State of Nevada (the “ Company ”) and the investors whose names are set forth on Schedule A attached hereto (the “ Investors ”).

RECITALS

WHEREAS , the Investors desire to purchase from the Company and the Company desires to issue and sell to the Investor, upon the terms and subject to the conditions of this Agreement, the number of shares of Series A Convertible Preferred Stock of the Company (the “ Preferred Shares ” ), par value $0.001 per share, convertible into shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”) set forth on Schedule A at a purchase price of $1.00 per Preferred Share, for an aggregate purchase price of One Million Dollars ($1,000,000.00) (the “ Purchase Price ”). The designation, rights, preferences and other terms and provisions of the Preferred Shares are set forth in the Certificate of Designation, Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit A (the “ Certificate of Designation ”).

WHEREAS , the Company desires to issue to the Investors, upon the terms and subject to the conditions of this Agreement, Series A Warrants, in substantially the form attached hereto as Exhibit B and Series B Warrants, in substantially the form attached hereto as Exhibit C (collectively, the “ Warrants ”), to purchase an aggregate of 20,000,000 shares of Common Stock based on a full subscription of the Purchase Price distributed pro-rata between the Investor in Schedule A based on subscription percentages. The Warrants shall expire five (5) years following the Closing Date (as defined below) and shall have an exercise price per share equal to the Exercise Price (as defined in the Warrants).

NOW, THEREFORE , in consideration of the mutual covenants and premises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

1.1

Certain Definitions . For purposes of this Agreement, the following capitalized terms shall have the following meanings (all capitalized terms used in this Agreement that are not defined in this Article 1 shall have the meanings set forth elsewhere in this Agreement):

1.1.1

“ 1933 Act ” means the Securities Act of 1933, as amended.

1.1.2

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended.

1.1.3

 “ Affiliate ” means a Person or Persons directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with the Person(s) in question.

1.1.4

“ Articles ” means the Articles of Incorporation of the Company, as the same may be amended from time to time.

1.1.5

“ Conversion Price ” means $0.088 per share, subject to any adjustments set forth herein.

1.1.6

“ Conversion Shares ” means, collectively, the shares of Common Stock issuable upon conversion of the Preferred Shares and the shares of Common Stock issuable upon exercise of the Warrants.

1.1.7

“ Exempt Issuance ” means the issuance of (a) shares of Common Stock or options to employees, officers, or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any securities issued hereunder or convertible securities, options or warrants issued and outstanding on the date of this Agreement, and (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

1.1.8

“ Material Adverse Effect ” shall mean any adverse effect on the business, operations, properties or financial condition of the Company that is material and adverse to the Company and its subsidiaries and Affiliates, taken as a whole and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its material obligations under this Agreement or to perform its obligations under any other material agreement.

1.1.9

“ Person ” means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity.

1.1.10

“ SEC ” means the Securities and Exchange Commission. 

1.1.11

“ SEC Documents ” shall mean the Company's most recent Form 10-K, all Forms 10-Q or Forms 8-K filed thereafter, and the Proxy Statement for its latest fiscal year.

2

1.1.12

“ Securities ” shall mean collectively the Preferred Shares, the Option Shares, the Warrants and the Conversion Shares.

1.1.13

“ Subsequent Financing ” shall mean any offer and sale of Preferred Shares or debt that is initially convertible into shares of Common Stock or otherwise senior or superior to the Preferred Shares.

1.1.14

“ Transaction Documents ” shall mean this Agreement, all Schedules and Exhibits attached hereto and all other documents and instruments to be executed and delivered by the parties in order to consummate the transactions contemplated hereby, including, but not limited to the documents listed in Sections 3.2 and 3.3 hereof.

ARTICLE II

SALE AND PURCHASE OF PREFERRED SHARES AND WARRANTS

2.1

Sale and Issuance of Preferred Shares and Warrants.

(a)

Upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue and sell to the Investors and the Investors shall purchase from the Company the number of Preferred Shares set forth on Schedule A , convertible into shares of Common Stock, at a purchase price of $1.00 per Preferred Share, for an aggregate purchase price of One Million Dollars ($1,000,000.00) . The Investor shall pay the Purchase Price on the Closing Date (as defined in Section 2.2), by a wire transfer in immediately available funds payable to an account at the direction of the Company. The Company and the Investors are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the 1933 Act, and the rules and regulations promulgated thereunder, including Regulation D (“ Regulation D ”), and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the investments to be made hereunder; provided, however, that certain filings and registrations may be required under state securities “blue sky” laws depending upon the residency of the Investor.

(b)

Each Preferred Share shall initially be convertible by the Investor into shares of Common Stock at the Conversion Price. Notwithstanding anything to the contrary set forth in this Agreement, at no time may the Investor exercise any portion of the Preferred Shares or Warrants if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock beneficially owned by the Investor and its Affiliates at such time, the number of shares of Common Stock which would result in the Investor and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock.

(c)

Upon the terms and subject to the conditions set forth in this Agreement, and for no additional consideration, the Investors shall be issued the Warrants to purchase an aggregate of Twenty Million (20,000,000) shares of Common Stock. The Warrants shall expire five (5) years following the Closing Date (as defined below) and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrants).

 3

2.2

Closing . In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Investors and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Investors agree to purchase the Preferred Shares and Warrants for the Purchase Price. The closing under this Agreement (the “ Closing ”) shall take place (i) on or about August 7 , 2009, provided, that all of the conditions set forth in Articles VIII and IX shall have been fulfilled or waived in accordance herewith or (ii) at such other time or on such other date as the parties may agree upon (the “ Closing Date ”). The Closing shall take place at the headquarters of the Company or any other location acceptable to both Investor and Company.

2.3

Additional Investment Right . The Investors shall have the option to purchase from the Company, and the Company shall issue and sell to the Investors, in the event that the Investor exercises such option, up to One Million Dollars ($1,000,000.00) of Preferred Shares pursuant to the terms hereof (the “ Investor Option ”). The Investor Option shall expire six (6) months following the Closing Date, unless extended by the Company. The Investors may exercise the Investor Option by delivering to the Company an Exercise Form in the form attached hereto as Exhibit D . Within five (5) days of receipt of such Exercise Form, the Company shall deliver to the Investor a certificate representing the Preferred Shares purchased pursuant to the Investor Option (the “ Option Shares ”).

ARTICLE III

DELIVERIES AT CLOSING

3.1

Deliveries by the Company at the Closing . Subject to the terms and conditions of this Agreement, the Company agrees to deliver, or cause to be delivered, to the Investor at or prior to the Closing the following:

(a)

An executed copy of this Agreement, with all exhibits and schedules attached hereto; (b) An executed copy of the Warrant in the name of the Investor to purchase Twenty Million (20,000,000.00) shares of Common Stock; (c) Evidence of approval of the Board of Directors of the Company of the Transaction Documents and the transactions contemplated hereby; (d) Evidence that the Certificate of Designation has been filed with the Secretary of State of the State of Nevada; and (e) A stock certificate in the name of the Investor evidencing the Preferred Shares.

4

3.2

Deliveries by Investors at the Closing . Subject to the terms and conditions of this Agreement, the Investors agree to deliver, or cause to be delivered, to the Company at or prior to the Closing the following:

(a)

A deposit in the amount of the Purchase Price to an account at the direction of the Company; and

(b)

The executed Agreement with all Exhibits and Schedules attached hereto;

In the event any document provided to the other party in Paragraphs 3.2 and 3.3 herein are provided by facsimile, the party shall forward an original document to the other party within seven (7) business days.

3.3

Further Assurances . The Company and the Investor shall, upon request, on or after the Closing Date, cooperate with each other (specifically, the Company shall cooperate with the Investor, and the Investor shall cooperate with the Company) by furnishing any additional information, executing and delivering any additional documents and/or other instruments and doing any and all such things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

3.4

Waiver . The Investor may waive any of the requirements of Section 3.1 of this Agreement, and the Company at its discretion may waive any of the provisions of Section 3.2 of this Agreement. The Investor may also waive any of the requirements of the Company under this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SINO GREEN LAND CORPORATION

The Company represents and warrants to the Investor as of the date hereof and as of the Closing Date as follows:

4.1

Organization and Qualification . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified to do business in any other jurisdiction by virtue of the nature of the businesses conducted by it or the ownership or leasing of its properties, except where the failure to be so qualified will not, when taken together with all other such failures, have a Material Adverse Effect on the business, operations, properties, assets, financial condition or results of operation of the Company and its subsidiaries taken as a whole.

4.2

Articles of Incorporation and By-Laws . The complete and correct copies of the Company’s Articles and By-Laws, as amended or restated to date which have been filed with the SEC are a complete and correct copy of such document as in effect on the date hereof and as of the Closing Date.

5

4.3

Capitalization .

4.3.1

The authorized and outstanding capital stock of the Company as of May 13, 2009 is set forth in the Company’s Quarterly Report on Form 10-Q, filed on May 15, 2009 with the SEC.

4.3.2

As of the date of this Agreement, the authorized capital stock of the Company consists of 780,000,000 shares of Common Stock and 20,000,000 shares of preferred stock (par value $.001 per share), of which approximately 104,943,337 shares of Common Stock are issued and outstanding. As of the Closing Date, following the issuance by the Company of the Preferred Shares to the Investors, the authorized capital stock of the Company will consist of 780,000,000 shares of Common Stock and 20,000,000 shares of preferred stock (par value $.001 per share), of which approximately 104,943,337 shares of Common Stock and 1,000,000 shares of preferred stock shall be issued and outstanding. As of Closing, holders of stock options will hold options to purchase an aggregate of 11,700,000 shares of Common Stock (including options to purchase Common Stock issuable upon the exercise of warrants) and holders of warrants will hold warrants to purchase an aggregate of 13,612,120 shares of Common Stock. All outstanding shares of capital stock have been duly authorized and are validly issued, and are fully paid and nonassessable and free of preemptive rights. Schedule 4.3.2 hereby contains all shares and derivatives currently and potentially outstanding. The Company hereby represents that any and all shares and current potentially dilutive events have been included in Schedule 4.3.2, including employment agreements, acquisition, consulting agreements, debts, payments, financing or business relationships that could be paid in equity, derivatives or resulting in additional equity issuances that could potentially occur.

4.3.3

Except pursuant to this Agreement and as set forth in Schedule 4.3 hereto, as of the date hereof, there are not now outstanding options, warrants, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any class of capital stock of the Company, or agreements, understandings or arrangements to which the Company is a party, or by which the Company is or may be bound, to issue additional shares of its capital stock or options, warrants, scrip or rights to subscribe for, calls or commitment of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of any class of its capital stock. The Company agrees to inform the Investor in writing of any additional warrants granted prior to the Closing.

4.3.4

The Company on the Closing Date (i) will have the full right, power, and authority to sell, assign, transfer, and deliver, by reason of record and beneficial ownership, to the Investor, the Conversion Shares hereunder, free and clear of all liens, charges, claims, options, pledges, restrictions, and encumbrances whatsoever; and (ii) upon conversion of the Preferred Shares or exercise of the Warrants, the Investor will acquire good and marketable title to the Conversion Shares, free and clear of all liens, charges, claims, options, pledges, restrictions, and encumbrances whatsoever, except as otherwise provided in this Agreement and pursuant to federal and state securities laws.

 6

4.4

Authority . The Company has all requisite corporate power and authority to execute and deliver this Agreement, the Preferred Shares, and the Warrants, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company is necessary to authorize this Agreement or to consummate the transactions contemplated hereby except as disclosed in this Agreement. This Agreement, when duly executed and delivered by the Company, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.

4.5

No Conflict; Required Filings and Consents . The execution and delivery of this Agreement by the Company does not, and the performance by the Company of their obligations hereunder will not: (i) conflict with or violate the Articles or By-Laws of the Company; (ii) conflict with, breach or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, " Laws ") in effect as of the date of this Agreement and applicable to the Company; or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to any other entity any right of termination, amendment, acceleration or cancellation of, require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company is a party or by which the Company or any of its properties or assets is bound. Excluding from each of the foregoing clauses are such violations, conflicts, breaches, defaults, terminations, accelerations, creations of liens, or incumbency that would not, in the aggregate, have a Material Adverse Effect.

4.6

Report and Financial Statements . The Company’s Current Report on Form 8-K, filed on April 24, 2009 with the SEC contains the most recent audited financial statements of the Company (the “ Financial Statements ”). The balance sheet contained in the Financial Statements (including the related notes and schedules thereto) fairly presented the financial position of the Company, as of its date, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements in the Financial Statements (including any related notes and schedules thereto) fairly presented changes in stockholders’ equity and changes in cash flows, as the case may be, of the Company, for the periods to which they relate, in each case in accordance with United States generally accepted accounting principles (“ U.S. GAAP ”) consistently applied during the periods involved, except in each case as may be noted therein. The books and records of the Company have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements and reflect only actual transaction.

7

4.7

Compliance with Applicable Laws . To the knowledge of the Company, the Company is not in violation of, or under investigation with respect to, or been given notice or been charged with, the violation of any Law of a governmental agency, except for violations which individually or in the aggregate do not have a Material Adverse Effect.

4.8

Brokers . Except as set forth on Schedule 4.8, no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or Commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.

4.9

SEC Documents . The Company acknowledges that the Company is a publicly held company and has made available to the Investor after demand true and complete copies of any requested SEC Documents. The Company has registered its Common Stock pursuant to Section 12(g) of the 1934 Act, and the Common Stock is quoted and traded on the OTC Bulletin Board. The Company has received no notice, either oral or written, with respect to the continued quotation or trading of the Common Stock on the OTC Bulletin Board. The Company has not provided to the Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

4.10

Litigation . To the knowledge of the Company, no litigation, claim, or other proceeding before any court or governmental agency is pending or to the knowledge of the Company, threatened against the Company, the prosecution or outcome of which may have a Material Adverse Effect.

4.11

Exemption from Registration. Subject to the accuracy of the Investor’s representations in Article V, the sale of the Common Stock and Warrants by the Company to the Investor will not require registration under the 1933 Act, but may require registration under New York state securities law if applicable to the Investor. When the Conversion Shares are issued in accordance with the terms of this Agreement and the Certificate of Designation, such Conversion Shares will be duly authorized and validly issued and outstanding, fully paid, and non-assessable and entitled to the rights and preferences set forth in the Certificate of Designation. When the Option Shares are issued in accordance with the terms of this Agreement and the Certificate of Designation, such Option Shares will be duly authorized and validly issued and outstanding, fully paid and nonassessable and entitled to the rights and preferences set forth in the Certificate of Designation.

8

4.12

No General Solicitation or Advertising in Regard to this Transaction . Neither the Company nor any of its Affiliates nor, to the knowledge of the Company, any Person acting on its or their behalf (i) has conducted or will conduct any general solicitation (as that term is used in Rule 502(c) of Regulation D as promulgated by the SEC under the 1933 Act) or general advertising with respect to the sale of the Preferred Shares or Warrants, or (ii) made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration of the Preferred Shares or Warrants, under the 1933 Act, except as required herein.

4.13

No Material Adverse Effect . Except as set forth in Schedule 4.13 attached hereto, since March 31, 2009, no event or circumstance resulting in a Material Adverse Effect has occurred or exists with respect to the Company. No material supplier or customer has given notice, oral or written, that it intends to cease or materially reduce the volume of its business with the Company from historical levels. Since March 31, 2009, no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, prospects, operations or financial condition, that, under any applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed in writing to the Investor.

4.14

Material Non-Public Information . The Company has not disclosed to the Investor any material non-public information that (i) if disclosed, would reasonably be expected to have a material effect on the price of the Common Stock or (ii) according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the date hereof but which has not been so disclosed.

4.15

Internal Controls And Procedures . The Company maintains books and records and internal accounting controls which provide reasonable assurance that (i) all transactions to which the Company or any subsidiary is a party or by which its properties are bound are executed with management's