Lincoln Floorplanning Co., Inc.: Exhibit 10.9 - Filed by newsfilecorp.com






Exhibit 10.9 

Equity Transfer Agreement 

This equity transfer agreement (the “Agreement”) was
entered into by the following parties on May 17, 2010 in Kaifeng, Henan
Province, People’s Republic of China. 

Transferor: Honghai Zhang (“Party A”) with his address
at #57, Building #2, Compound#18, Xi Shi Li Pu Road, Zhongyuan District,
Zhengzhou 

Transferee: Kaifeng Nice View Power Technology Co., Ltd.
(“Party B”), with its registered address at #26, Gongyuan Road, Shunhe
District, Kaifeng 

The above parties are referred to collectively as the
“Parties”, or separately as a “Party”. 

Whereas: 

	 	1. 	
      Henan Kaifeng Desheng Boiler Co., Ltd. ( the
      “Company”) is a joint stock company established and duly existing
      under the laws of the People’s Republic of China, with registered address
      at No. 12, Gongyuan Road, Kaifeng City, Henan Province, Business License
      for Enterprise Legal Person No. 410200100002527 and registered capital of
      RMB2534.16yuan.

	 	 	 
	 	2. 	
      Party A is the record and beneficial owner of 100% shares
      of the Company (“Transfer Shares”).

	 	 	 
	 	3. 	
      The Shareholders’ Meeting of the Company has made a
      resolution approving the share transfer contemplated under this Agreement;
      and

	 	 	 
	 	4. 	
      Party A plans to transfer the Transfer Shares to Party B;
      and Party B plans to acquire the Transfer Shares from Party
  A.



With respect to such Share Transfer, the Parties have reached
this agreement to specify the rights and obligations of each Party as below:






	Article 1 	Definitions 


Unless otherwise provided, the following terms have the
meanings in this Agreement as ascribed to them here: 

	 	1. 	“Agreement” refers to this share
      transfer agreement. 
	 	 	 
	 	2. 	“Transfer Shares” refers to 100% shares
      of the Company that Party A, as a lawful holder, plans to transfer to
      Party B. 
	 	 	 
	 	3. 	“Transfer Price” refers to the total
      purchase price as specified by the Parties in Article 3 of this Agreement,
      i.e. RMB25,341,600yuan. 
	 	 	 
	 	4. 	“Transfer Payment” refers to the amount
      Party B shall pay to acquire the Transfer Shares under Article 3 of this
      Agreement, i.e., RMB25,341,600yuan. 
	 	 	 
	 	5. 	“Benchmark Day” refers to a date
      mutually agreed upon by the Parties when an evaluation of the Company’s
      assets will be conducted for the purpose of determining the Transfer
      Price, i.e., December 31,2009. 
	 	 	 
	 	6. 	“Transition Period” refers to the period
      from the date when this Agreement is signed to the date this transaction
      is closed. 
	 	 	 
	 	7. 	“Closing Date” refers to the fifth
      working day following the date when the closing conditions listed under
      Article 4 are satisfied. 
	 	 	 
	 	8. 	“Completion of Transaction” refers to
      consummation of transferring the Transfer Shares under Article 4 of this
      Agreement, and transferring of the title to such shares to Party B. 
	 	 	 
	 	9. 	“Material Assets” refers to any
      asset valued over RMB1,000,000yuan. 
	 	 	 
	 	10. 	“Articles of Association” refers to the
      articles of association signed by Party B to consummate transferring of
      the Transfer Shares under this Agreement on the date when this Agreement
      is signed. 
	 	 	 
	 	11. 	“Foreign Investment Approval
      Authorities” refer to different levels of government agencies of the
      People’s Republic of China that are responsible for reviewing and approving
      acquisitions of shares of domestic companies by foreign invested
      enterprises. 







	 	12. 	“China” refers to the People’s Republic
      of China; for purposes of this Agreement, excluding Hong Kong Special
      Administrative Region, Macao Special Administrative Region and Taiwan.
  
	 	 	 
	 	13. 	“Chinese Laws” refer to well-published laws,
      regulations, administrative regulations and judicial interpretations
      promulgated by China’s legislatures and other administrative agencies; for
      the purpose of this Agreement, laws, regulations and precedents of Hong
      Kong Special Administrative Region, Macao Special Administrative Region
      and Taiwan are excluded. 



	Article 2 	Transfer of the Transfer Shares




	 	1. 	
      Pursuant to the terms and conditions of this Agreement,
      Party A agrees to transfer to Party B and Party B agrees to purchase from
      Party A the Transfer Shares.




	 	2. 	
      Upon consummation of this transaction, Party B assumes
      all profits and losses from the Benchmark Day.




	Article 3 	Transfer Price, Payment Time and Method
  



	 	1. 	
      The Parties agree that, based on the net assets on the
      Benchmark Day, the Transfer Price shall be
  RMB2534.16yuan.




	 	2. 	
      The Parties agree that, unless otherwise agreed upon,
      Party B shall pay such Transfer Price to Party A within three months from
      the Closing Date.




	Article 4 	Transaction Conditions 


Party B’s obligation to pay in the full amount the Transfer
Price is premised upon completion or satisfaction of the following conditions
unless Party B agrees to waive such conditions: 

	 	1. 	
      Party B has completed due diligence investigation into
      the Company to its satisfaction;








	 	2. 	
      All prerequisite approvals required under the Company’s
      Articles of Association, including but not limited to approvals from the
      board of directors or the shareholders’ meeting, have been obtained with
      respect to the share transfer and the corresponding amendments to the
      Articles of Associates.

	 	 	 
	 	3. 	
      Party A has fully disclosed to Party B the Company’s
      business, operation, assets and liabilities.

	 	 	 
	 	4. 	
      Since the Benchmark Day, no material adverse change
      exists with respect to the Company’s business, operation, assets and
      liabilities.

	 	 	 
	 	5. 	
      The share transfer, this Agreement and associated
      Articles of Association have been approved by the Foreign Investment
      Approval Authorities; and the Company has obtained an approval certificate
      from the Foreign Investment Approval
Authorities.




	Article 5 	Arrangements for the Transition Period
  



	 	1. 	
      During the Transition Period, Party A covenants
    that:




	 	i. 	
      The Company is in normal operation, and all material
      contracts remain in effect and are duly performed;

	 	 	 
	 	ii. 	
      All assets and facilities of the Company are well
      maintained, and the existing net assets of the Company are not
      decreased;




	 	2. 	
      Party A covenants that, during the Transition Period, it
      will not engage in any of the following activities unless prior written
      approval from Party B is obtained:




	 	i. 	
      Pass any resolution or decision announcing or
      distributing dividends, interest or any other forms of profits;

	 	 	 
	 	ii. 	
      Adjust the registered capital or share holding
      structure;

	 	 	 
	 	iii. 	
      Enter into any contract or agreement which restricts
      operation of then existing business of the
Company;








	 	iv. 	
      Enter into any agreement or arrangement which restricts
      or adversely impact the transaction and arrangements contemplated under
      this Agreement;

	 	 	 
	 	v. 	
      Incur any guarantee obligations or debts, including
      provision of guarantee or loan to Party A;

	 	 	 
	 	vi. 	
      Transfer or dispose Material Assets or business;
    and

	 	 	 
	 	vii. 	
      Make any material changes to the business operation of
      the Company.




	Article 6 	Party A’s Representations, Warranties and
      Covenants 


Party A hereby represents, warrants and covenants to Party B
that: 


	 	1. 	
      Party A is the legal and beneficial owner of 100% shares
      of the Company; it is authorized to sign and execute this Agreement; and
      it has full and effective right to dispose of the Transfer Shares; there
      exists no judgment or decision restricting the share transfer; and no
      pending or potential litigation, arbitration, court judgment or decision
      that will have an adverse impact on the share transfer or transfer of the
      share titles;




	 	2. 	
      there is no contract or agreement related to the share
      transfer contemplated under this Agreement which is signed by Party A as a
      party and has any potentially adverse impact on the share transfer or
      Party B;

	 	 	 
	 	3. 	
      No lien, pledge, guarantee or other form of third party
      rights are imposed on the Transfer Shares, and no such security interests
      or third party rights will be imposed upon the Transfer Shares prior to
      the consummation of the transaction;

	 	 	 
	 	4. 	
      no third party has any preemptive rights or warrants with
      respect to the Transfer Shares;








	 	5. 	
      From the date this Agreement is signed, Party A will not
      discuss, negotiate or sign any contract, agreement or other documents with
      any third party with respect to the share transfer;

	 	 	 
	 	6. 	
      provide to Party B all legal documents associated to the
      share transfer; and guarantees that such legal documents are accurate,
      lawful and effective;

	 	 	 
	 	7. 	
      Information disclosed to Party B with respect to the
      share transfer is genuine, accurate and complete; and

	 	 	 
	 	8. 	
      To effectuate this Agreement, carry out all necessary
      steps and sign all required documents that are related to this
      Agreement.




	Article 7 	Party B’s Presentations, Warranties and
      Covenants 


Party B hereby represents, warrants and covenants to Party A
that: 

	 	1. 	
      Party B is a foreign invested enterprise duly established
      and validly existing under Chinese Laws; and




	 	2. 	
      Pay the Transfer Price to Party B pursuant to this
      Agreement.




	Article 8 	Confidentiality 


Unless expressly provided or required under any applicable
Chinese laws, regulations or the Company’s Articles of Association, neither
Party shall disclose the contents of this Agreement to any other third parties
before the transaction contemplated under this Agreement is consummated. 

	Article 9 	Matters Uncovered in this Agreement
  


The Parties agree that matters unresolved in this Agreement
will be further negotiated after signing of this Agreement; a supplemental
agreement will be reached before the share transfer is effectuated; and such
supplemental agreement constitutes an indispensable portion of this Agreement.


	Article 10 	Damages for Breach 






Either Party’s violation of any representations, warranties or
covenants of this Agreement, or any other terms of this Agreement constitutes a
breach. The breaching Party shall pay all and full damages to the non-breaching
Party; while the non-breaching Party shall have the right to decide whether or
not to continue performing this Agreement or terminate this Agreement. 

	Article 11 	Dispute Resolution 



	 	1. 	
      Any disputes arising from this Agreement or its
      performance shall be resolved through friendly consultation by the
      Parties. In case any dispute cannot be resolved by such means, either
      Party shall have the right to bring the dispute to arbitration by China
      International Economic and Trade Arbitration Commission according to its
      then effective arbitration rules. Such arbitration decision is final and
      binding upon both of the Parties.




	 	2. 	
      The avoidance of any term of this Agreement by any
      arbitration tribunal pursuant to Chinese Laws shall not affect the
      validity of other terms in this Agreement.




	Article 12 	Governing Law 


Chinese Laws apply with respect to the formulation, validity,
interpretation, performance of this Agreement and resolution of dispute arising
from this Agreement. 

	Article 13 	No Assignment 


Without written consent from the other Party, no Party shall
assign its rights under this Agreement to any one. The Parties’ heirs and
approved assignee(s) are subject to the terms of this Agreement. 

	Article 14 	Force Majeure 



	 	1. 	
      “Force Majeure” refers to any event where the Parties
      cannot reasonably control, predict or avoid even when predictable. Such
      event hinders, interferes or delays either Party from performing part or
      all of its obligations under this Agreement. Such
events include but not limited to earthquake, typhoon, flooding, fire
or other natural disaster, war, riot, strike or any other similar events. 







	 	 	
       
	 	2. 	
      In case of Force Majeure, the impacted Party shall
      immediately inform the other Party by all means available; and within
      fifteen days, provide evidence showing the details of the event and
      explaining why this Agreement cannot be performed either in full or in
      part, or why performance of this Agreement needs to be deferred; then, the
      Parties shall decide whether performance of this Agreement shall be
      deferred or this Agreement be terminated.




	Article 15 	Attachment 


All attachments to this Agreement are an integral part of this
Agreement, and have the same legal effect as this Agreement. 

	Article 16 	Counterparts 


This Agreement is executed in Chinese and exists in four
counterparts; each Party holds two counterparts; and each copy has the same
legal effect. 

IN WITNESS WHEREOF, the parties have executed this Agreement
through their representatives in Kaifeng, Henan Province as of the date first
written above. 

Honghai Zhang 

Signature: 

Kaifeng Nice View
Power Technology Co., Ltd. 

Signature of Authorized Representative:


Name:

Seal: