EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement, dated as of September 24, 2004, is made by and among GENERAL COMPONENTS INC. (formerly known as Pro-Active Solutions, Inc.), a Nevada corporation (the "Acquiror"), each of the Persons...Share Exchange Agreement • January 20th, 2005 • General Components, Inc. • Services-business services, nec • New York
ARTICLE IStock Purchase Agreement • January 20th, 2005 • General Components, Inc. • Services-business services, nec • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • June 20th, 2007 • General Components, Inc. • Services-business services, nec • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of June 15, 2007, by and among Hi-Tech Wealth Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
COMMON STOCK PURCHASE WARRANTWarrant Agreement • June 20th, 2007 • General Components, Inc. • Services-business services, nec • New York
HI-TECH WEALTH INC., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received, ____________________________, ___________________________________________________, or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on the fifth anniversary of the Issue Date (the “Expiration Date”), up to __________ fully paid and nonassessable shares of Common Stock at a per share purchase price of $2.50. The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the "Purchase Price." The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price without the consent of the Holder. Capitalized terms used and not otherwise defined herein shall have the meanings set fo
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2007 • General Components, Inc. • Services-business services, nec • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of February 8, 2007, by and among General Components, Inc., a Nevada corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • July 8th, 2004 • Pro Active Solutions Inc • Services-business services, nec • Nevada
Share Exchange AgreementShare Exchange Agreement • November 2nd, 2006 • General Components, Inc. • Services-business services, nec • New York
This Share Exchange Agreement, dated as of September 6, 2006, is made by and among General Components, Inc., a Nevada corporation (the “Acquiror Company”), each of the Persons listed on Exhibit B hereto (collectively, the “Shareholders”, and individually a “Shareholder”) and Magical Insight Investments Ltd., a British Virgin Islands corporation (the “Company”).
CHINA MOBILE MEDIA TECHNOLOGY INC. SECURITIES PURCHASE AGREEMENT (THE “AGREEMENT”)Securities Purchase Agreement • January 24th, 2008 • Hi-Tech Wealth Inc. • Radio & tv broadcasting & communications equipment • New York
Magical Insight Investments Limited (the “Company”), a British Virgin Islands (“BVI”) corporation, and China Mobile Media Technology Inc. (the “Parent”), a Nevada corporation, hereby agree with the Purchaser (as defined below) as follows:
ARTICLE IStock Purchase Agreement • October 18th, 2004 • General Components, Inc. • Services-business services, nec • New York
MAGICAL INSIGHT INVESTMENTS LIMITED RMB 150,000,000 USD-SETTLED GUARANTEED SENIOR NOTES DUE 2014Indenture • January 24th, 2008 • Hi-Tech Wealth Inc. • Radio & tv broadcasting & communications equipment • New York
I, Li Ming, the duly qualified and elected Sole Officer of Magical Insight Investments Limited (the “Company”), acting on behalf of the Company, hereby certify that:
EQUITY REGISTRATION RIGHTS AGREEMENT DATED AS OF JANUARY 11, 2008 BY AND BETWEEN CHINA MOBILE MEDIA TECHNOLOGY INC. AND ABAX LOTUS LTD.Equity Registration Rights Agreement • January 24th, 2008 • Hi-Tech Wealth Inc. • Radio & tv broadcasting & communications equipment • New York
THIS EQUITY REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of January 11, 2008, by and between (i) China Mobile Media Technology Inc., a Nevada corporation (the “Company”) and (ii) Abax Lotus Ltd. (“Abax”, the “Purchaser”).
Exhibit 10.1 VERIO AUTHORIZED WEB AGENT AGREEMENT Please complete and fax back entire agreement to us at 1-509-756-1239 This Authorized Sales Representative Agreement ("Agreement") is made and entered into this 22nd day of May, in the year 2001, by...Authorized Sales Representative Agreement • January 9th, 2002 • Pro Active Solutions Inc • Colorado
STOCK PURCHASE AGREEMENT By and Between GENERAL COMPONENTS, INC. and GENERAL COMPONENTS INTERNATIONAL LTD. Dated as of December 22, 2006Stock Purchase Agreement • December 29th, 2006 • General Components, Inc. • Services-business services, nec • New York
STOCK PURCHASE AGREEMENT, dated as of December 22, 2006, between and between General Components, Inc., a company formed under the laws of Nevada (the “Seller”) and General Components International Ltd., a company formed under the laws of the British Virgin Islands (the “Buyer”).
ContractConvertible Note Agreement • December 20th, 2006 • General Components, Inc. • Services-business services, nec • New York
THIS NOTE AND THE SHARES OF PREFERRED STOCK CONTINGENTLY ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER AND UPON REQUEST BY GENERAL COMPONENTS, INC. (THE “COMPANY”), FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIE
CHINA MOBILE MEDIA TECHNOLOGY INC. SIX-YEAR WARRANTS TO PURCHASE SHARES OF COMMON STOCK WARRANT AGREEMENT DATED AS OF DECEMBER 28, 2007 THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, as Warrant AgentWarrant Agreement • January 24th, 2008 • Hi-Tech Wealth Inc. • Radio & tv broadcasting & communications equipment • New York
Cooperative AgreementCooperative Agreement • April 17th, 2007 • General Components, Inc. • Services-business services, nec
Amendment to Share Exchange AgreementShare Exchange Agreement • February 13th, 2007 • General Components, Inc. • Services-business services, nec • New York
This Amendment (the “Amendment”) to that certain Share Exchange Agreement, dated as of September 6, 2006 (the “SEA”) by and among General Components, Inc., a Nevada corporation (the “Acquiror Company”), each of the Persons listed on Exhibit B thereto (collectively, the “Shareholders”, and individually, a “Shareholder”) and Magical Insight Investments Ltd., a British Virgin Islands corporation (the “Company”) is made as of February 8, 2007 by each of the parties to the SEA. Terms used but not defined herein shall have the meanings assigned to them in the SEA.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 13th, 2007 • General Components, Inc. • Services-business services, nec • New York
Subscription Agreement, dated February 8, 2007, between GENERAL COMPONENTS, INC., a Nevada corporation having its business address at Suite 1503, Sino Plaza 255-257, Gloucester Road, Causeway Bay, Hong Kong (the “Company”) and certain investors listed on the signature pages hereto (the “Purchasers”).
FORM OF GUARANTYGuaranty • June 20th, 2007 • General Components, Inc. • Services-business services, nec • New York
ASSET PURCHASE AGREEMENT By and Among BEIJING HI-TECH WEALTH INVESTMENT AND DEVELOPMENT COMPANY LIMITED, GENERAL COMPONENTS, INC. and MAGICAL INSIGHT INVESTMENTS LIMITED Dated as of February 8, 2007Asset Purchase Agreement • February 13th, 2007 • General Components, Inc. • Services-business services, nec • New York
ASSET PURCHASE AGREEMENT, dated as of February 8, 2007, by and among Beijing Hi-Tech Wealth Investment and Development Company Limited, a limited liability company organized under the laws of the People’s Republic of China (the “Seller”), Magical Insight Investments Limited, an international business company organized and existing under the laws of the British Virgin Islands (the “Buyer”) and General Components, Inc., a corporation organized and existing under the laws of Nevada (“Parent”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 24th, 2008 • Hi-Tech Wealth Inc. • Radio & tv broadcasting & communications equipment • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 28, 2007, by and among (i) (a) China Mobile Media Technology Inc., a Nevada corporation (the “Company”), Magical Insight Investments Limited (“Magical”), a British Virgin Islands corporation and each of Beihai Hi-Tech Wealth Technology Development Co. Ltd. and Beijing Hi-Tech Wealth Communication Technology Co., Ltd., which are incorporated under the laws of the People’s Republic of China (the “PRC”) (the “WFOE”, and, together with the companies set forth on Schedule A hereto, the “Group Companies”); (b) Dr. ZHANG Zhengyu, (c) Mr. MA Qing, (d) Ms. LI Ming (collectively, Messrs. ZHANG and MA and Ms. LI are referred to herein as the “Controlling Shareholders” and individually as the “Controlling Shareholder”, and for purposes of Section 6, each is a “Senior Management Member”); and (ii) Abax Lotus Ltd. (the “Investor” or “Abax”). Capitalized terms used herein but not otherwise defined herein shall h
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 17th, 2006 • General Components, Inc. • Services-business services, nec • Delaware
This Asset Purchase Agreement (“Agreement”) made as of the date set out on the signature page below (“Effective Date”) by and between General Components Inc., a Cayman Islands corporation (“Seller”), General Components, Inc., a Beijing, China Corporation (“Seller’s Subsidiary”), and ZGS Corporation., a Delaware corporation (“Purchaser”).
CHINA MOBILE MEDIA TECHNOLOGY INC. AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • January 24th, 2008 • Hi-Tech Wealth Inc. • Radio & tv broadcasting & communications equipment • New York
This Amendment to Warrant Agreement (this “Amendment”) is made and entered into as of January 24, 2008, by and between China Mobile Media Technology Inc. (the “Company”), a Nevada corporation, and The Hongkong and Shanghai Banking Corporation Limited , as warrant agent (the “Warrant Agent”).
OPTION AGREEMENTOption Agreement • November 17th, 2006 • General Components, Inc. • Services-business services, nec • Delaware
In witness whereof, each of the Parties has caused this Option Agreement to be executed on its behalf by its duly authorised officers as of September 8, 2006.
UNOFFICIAL SUMMARY TRANSLATION FORM OF WORKING CAPITAL LOAN AGREEMENT [ DATE ]Working Capital Loan Agreement • April 17th, 2007 • General Components, Inc. • Services-business services, nec
Party A is applying for loan from Party B for the purpose according to Item 2.1 in this contract. Party B has agreed to lend the loan to Party A. In order to clarify the rights and obligations of the two parties, Party A and Party B conclude this contract after equal consultation in accordance with “Contract Law”, “Loan Regulations” and other relevant laws and regulations.
EMPLOYMENT LETTER ------------------------------------------------------------- ------------------- Private & Confidential Parties The following entities will be party to the Contract: a. General Components Inc, a Cayman Island registered company...Employment Agreement • April 14th, 2005 • General Components, Inc. • Services-business services, nec
MAGICAL INSIGHT INVESTMENTS LTD. ACQUISITION OF SOLAR POWER TECHNOLOGY AND PATENT Binding Term SheetAcquisition Agreement • February 13th, 2007 • General Components, Inc. • Services-business services, nec
Company: Beijing Hi-Tech Wealth Investment and Development Company Limited, a limited liability company organized under the laws of the People’s Republic of China (the “Company”).
AGREEMENT AND PLAN OF MERGER between GENERAL COMPONENTS, INC. and HI-TECH WEALTH INC. Dated as of April 25, 2007Merger Agreement • April 27th, 2007 • General Components, Inc. • Services-business services, nec • Nevada
AGREEMENT AND PLAN OF MERGER, dated as of April 25, 2007, between General Components, Inc., a Nevada corporation ("Parent"), and Hi-Tech Wealth Inc., a Nevada corporation and a direct wholly-owned subsidiary of Parent ("HTW"). Parent and HTW are hereinafter collectively referred to as the "Constituent Corporations."
Amendment to Asset Purchase AgreementAsset Purchase Agreement • April 9th, 2007 • General Components, Inc. • Services-business services, nec • New York
This Amendment (the “Amendment”) to that certain Asset Purchase Agreement, dated as of February 8, 2007 (the “APA”) by and among Beijing Hi-Tech Wealth Investment and Development Company Limited, a limited liability company organized under the laws of the People’s Republic of China (the “Seller”), Magical Insight Investments Ltd., a British Virgin Islands corporation (the “Buyer”) and General Components, Inc., a Nevada corporation (“Parent”) is made as of February 15, 2007 by each of the parties to the APA. Terms used but not defined herein shall have the meanings assigned to them in the APA.
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • June 20th, 2007 • General Components, Inc. • Services-business services, nec • New York
COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of June 15, 2007, among Peter Benz (the "Collateral Agent"), and the parties identified on Schedule A hereto (each, individually, a "Lender" and collectively, the "Lenders"), who hold or will acquire promissory Notes issued or to be issued by Hi-Tech Wealth Inc. (“Parent”), a Nevada corporation, at or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Notes").
CHINA MOBILE MEDIA TECHNOLOGY INC.Information and Inspection Rights Agreement • January 24th, 2008 • Hi-Tech Wealth Inc. • Radio & tv broadcasting & communications equipment
This letter will confirm our agreement that pursuant to and effective as of your purchase of certain Guaranteed Senior Notes due 2014 (the “Notes”) to be issued by Magical Insight Investments Limited (“Magical Insight”), a British Virgin Islands corporation, and warrants (the “Warrants”, with the Warrants and the Notes collectively referred to as the “Securities”) issued by China Mobile Media Technology Inc. (the “Company”) pursuant to the applicable securities purchase agreement (the “Securities Purchase Agreement”) dated December 28, 2007 among the Company, the Investor and the other parties thereto, the Investor (and its successors and assigns) shall be entitled to the following contractual rights to certain financial information, inspection rights, and other rights specifically provided herein:
ContractSecured Note • June 20th, 2007 • General Components, Inc. • Services-business services, nec • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HI-TECH WEALTH INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
AGREEMENT AND PLAN OF MERGER between HI-TECH WEALTH INC. and CHINA MOBILE MEDIA TECHNOLOGY INC. Dated as of November 15, 2007Merger Agreement • November 26th, 2007 • Hi-Tech Wealth Inc. • Radio & tv broadcasting & communications equipment • Nevada
AGREEMENT AND PLAN OF MERGER, dated as of November 15, 2007, between Hi-tech Wealth Inc., a Nevada corporation ("Parent"), and China Mobile Media Technology Inc., a Nevada corporation and a direct wholly-owned subsidiary of Parent ("CMMT"). Parent and CMMT are hereinafter collectively referred to as the "Constituent Corporations."
SECURITY AGREEMENTSecurity Agreement • June 20th, 2007 • General Components, Inc. • Services-business services, nec • New York
