UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 2010 • China SLP Filtration Technology, Inc. • Broadwoven fabric mills, man made fiber & silk • New York
The undersigned, China SLP Filtration Technology, Inc., a company formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Brean Murray, Carret & Co., LLC is acting as representative (hereinafter referred to as the “Representative” or “you” (including its correlatives)), to sell and issue to the Underwriters an aggregate of [ ] shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Shares”). The Firm Shares are more fully described in the Registration Statement and Prospectus referred to below.
CHINA SLP FILTRATION TECHNOLOGY, INC.Warrant Agreement • February 4th, 2011 • China SLP Filtration Technology, Inc. • Broadwoven fabric mills, man made fiber & silk
This WARRANT (this “Warrant”) of China SLP Filtration Technology, Inc., a company duly organized and validly existing under the laws of Delaware (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of [_________], 2011, by and between the Company and Brean Murray, Carret & Co., LLC, the Representative of the Underwriters (the “Representative”) relating to a firm commitment public offering (the “Offering”) of [________] shares of common stock, $0.001 par value (the “Shares”), of the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2010 • Perpetual Technologies, Inc. • Blank checks • New York
This Agreement is made in connection with the Note Purchase Agreement, dated as of February 12, 2010, by and among the Company and the Investors (the "Purchase Agreement").
Employment AgreementEmployment Agreement • July 8th, 2010 • China SLP Filtration Technology, Inc. • Broadwoven fabric mills, man made fiber & silk
This Employment Agreement (hereafter referred to as this “Agreement”) is entered into by and between Foshan S.P.L Special Materials Company (hereafter referred to as “Party A”) and Wawai Law (hereafter referred to as “Party B” ) as of January 1, 2010. Party A agrees to appoint Party B as chief sales officer and Party B agrees to accept the appointment, the Parties agree as follows:
Employment AgreementEmployment Agreement • July 8th, 2010 • China SLP Filtration Technology, Inc. • Broadwoven fabric mills, man made fiber & silk
This Employment Agreement (hereafter referred to as this “Agreement”) is entered into by and between Foshan S.P.L Special Materials Company (hereafter referred to as “Party A”) and Shijun Zeng (hereafter referred to as “Party B” ) as of November 20, 2008. Party A agrees to appoint Party B as chief technology officer and Party B agrees to accept the appointment, the Parties agree as follows:
CHINA SLP FILTRATION TECHNOLOGY, INC. INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • September 7th, 2010 • China SLP Filtration Technology, Inc. • Broadwoven fabric mills, man made fiber & silk • Delaware
THIS AGREEMENT (the "Agreement") is made as of the _ day of May 2010 and is by and between China SLP Filtration Technology, Inc., a Delaware corporation (hereinafter referred to as the "Company"), and Richard Cohen (hereinafter referred to as the "Director").
STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 12th, 2010 • Perpetual Technologies, Inc. • Blank checks • New York
THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made and entered into effective as of the 12th day of February, 2010, by and among the stockholders of Perpetual Technologies, Inc., a Delaware corporation (the “Company”) listed on Schedule 1 attached hereto (each, a “Pledgor” and collectively, the “Pledgors”), the investors to that certain Note Purchase Agreement, dated as of February 12, 2010, (the “Purchase Agreement”) listed on Schedule 2 attached hereto (collectively, the “Secured Parties”), and The Law Offices of Louis E. Taubman, PC, a member of Leser, Hunter, Taubman & Taubman as collateral agent for the Secured Parties (“Collateral Agent”).
VOTING AGREEMENTVoting Agreement • February 12th, 2010 • Perpetual Technologies, Inc. • Blank checks • New York
VOTING AGREEMENT, dated as of February 12, 2010 (this "Agreement"), by and among Perpetual Technologies, Inc., a Delaware corporation (the "Company"), the stockholders listed on the signature pages hereto under the heading "Stockholders" (each a "Stockholder" and collectively, the "Stockholders"), and the Investors (as defined below).
Form of Lock-Up AgreementLock-Up Agreement • July 8th, 2010 • China SLP Filtration Technology, Inc. • Broadwoven fabric mills, man made fiber & silk • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2010 • China SLP Filtration Technology, Inc. • Broadwoven fabric mills, man made fiber & silk
This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of August 5, 2010 made by and between China SLP Filtration Technology, Inc. a Delaware corporation having its principal office at Shishan Industrial Park, Nanhai District, Foshan City. Guangdong Province, the People's Republic of China (the "Company"), and Eric Gan, an individual residing at 407 Alta Vista Ave., South Pasadena, California 91030, USA ("Executive").
Loan AgreementLoan Agreement • September 7th, 2010 • China SLP Filtration Technology, Inc. • Broadwoven fabric mills, man made fiber & silk
According to relevant laws and regulations of PRC, through negotiated consensus, Borrow and Lender entered into this Agreement.
AGREEMENT AND PLAN OF MERGER OFMerger Agreement • January 10th, 2008 • Perpetual Technologies, Inc. • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated this 20th day of March 2007, by and between MOLOKAI ENTERPRISES, INC., a Colorado corporation (“MEI”) and PERPETUAL TECHNOLOGIES, INC., a Delaware corporation (“PTI”), is made with respect to the following facts.
Consulting AgreementConsulting Agreement • July 8th, 2010 • China SLP Filtration Technology, Inc. • Broadwoven fabric mills, man made fiber & silk
This Consulting Agreement (“Agreement”) is between the following parties (collectively hereinafter referred to as the “Parties”):
NON-RECOURSE GUARANTYNon-Recourse Guaranty • February 12th, 2010 • Perpetual Technologies, Inc. • Blank checks • New York
This NON-RECOURSE GUARANTY is made as of the 12th day of February, 2010, by each of the persons set forth on Schedule A attached hereto (each a “Guarantor”) for the benefit of the purchasers set forth on Schedule B attached hereto (the “Purchasers”).
NOTE EXTENSON AGREEMENTNote Extension Agreement • February 2nd, 2011 • China SLP Filtration Technology, Inc. • Broadwoven fabric mills, man made fiber & silk
THIS NOTE EXTENSION AGREEMENT (this "Agreement") is entered into as of January 31, 2011, by and among China SLP Filtration Technology, Inc. (formerly known as Perpetual Technologies, Inc.), a Delaware corporation (the "Company"), Hong Hui Investment Holdings, Inc., a British Virgin islands company (the “BVI Company”), the owner of all of the outstanding equity interests of Technic International Limited, a Hong Kong company (“Technic”), the owner of all of the outstanding equity interests of Foshan SLP Special Materials Company (“Foshan”), a limited liability company organized under the laws of the People’s Republic of China (“PRC”) and the purchasers set forth on Schedule 1 hereof (collectively, the "Purchasers" and each a "Purchaser").
SHARE EXCHANGE AGREEMENT AMONG PERPETUAL TECHNOLOGIES INC., (a Delaware corporation) HONG HUI HOLDINGS LIMITED (a British Virgin Islands company) AND THE SHAREHOLDERS OF HONG HUI HOLDINGS LIMITED DATED AS OF FEBRUARY 12, 2010Share Exchange Agreement • February 12th, 2010 • Perpetual Technologies, Inc. • Blank checks • New York
This SHARE EXCHANGE AGREEMENT, dated as of February 12, 2010 (the “Agreement”) by and among PERPETUAL TECHNOLOGIES INC., a Delaware corporation (the “Company”), HONG HUI HOLDINGS LIMITED, a British Virgin Islands company (“Hong Hui”) and the holders of all of the outstanding shares of Hong Hui set forth on Schedule A (the “Hong Hui Shareholders”).
Employment AgreementEmployment Agreement • July 8th, 2010 • China SLP Filtration Technology, Inc. • Broadwoven fabric mills, man made fiber & silk
This Employment Agreement (hereafter referred to as this “Agreement”) is entered into by and between Foshan S.P.L Special Materials Company (hereafter referred to as “Party A”) and Jie Li (hereafter referred to as “Party B” ) as of November 20, 2008. Party A agrees to appoint Party B as chief executive officer and Party B agrees to accept the appointment, the Parties agree as follows:
EMPLOYMENT AGREEMENT (At-Will Employee Executive Form – Seth Winterton)Employment Agreement • December 30th, 2008 • Perpetual Technologies, Inc. • Blank checks • Utah
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of the 30th day of December, 2008 (the “Effective Date”), by and between Perpetual Technologies, Inc., a Delaware corporation (the “Company”) and Seth R. Winterton, an individual (“Employee”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 12th, 2010 • Perpetual Technologies, Inc. • Blank checks • New York
THIS NOTE PURCHASE AGREEMENT (this "Agreement") is entered into as of February 12, 2010, by and among PERPETUAL TECHNOLOGIES, INC., a Delaware corporation with its principal executive offices located at Shishan Industrial Park, Nanhai District, Foshan City, Guangdong Province, China (the "Company"), Hong Hui Investment Holdings, Inc a British Virgin islands company (the “BVI Company”), the owner of all of the outstanding equity interests of Technic International Limited, a Hong Kong company (“Technic”), the owner of all of the outstanding equity interests of Foshan SLP Special Materials Company (“Foshan”), a limited liability company organized under the laws of the People’s Republic of China (“PRC”) and the purchasers set forth on Schedule 1 hereof (collectively, the "Purchasers" and each a "Purchaser").
ESCROW AGREEMENTEscrow Agreement • February 12th, 2010 • Perpetual Technologies, Inc. • Blank checks • Utah
This Escrow Agreement, dated as of, February 12, 2010 (this “Agreement”), is entered into by and between Perpetual Technologies, Inc., a Delaware corporation (the “Company”), Interwest Transfer Company, Inc. (the “Escrow Agent”), with its principal offices located at 1981 Murray Holladay Road, Suite 100, Salt Lake City, UT 84117 and LongBoard Capital Advisors (the “Lead Investor”). The Company is sometimes referred to herein as the Escrowing Party.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 10th, 2010 • China SLP Filtration Technology, Inc. • Broadwoven fabric mills, man made fiber & silk • New York
THIS NOTE PURCHASE AGREEMENT (this "Agreement") is entered into as of February 12, 2010, by and among PERPETUAL TECHNOLOGIES, INC., a Delaware corporation with its principal executive offices located at Shishan Industrial Park, Nanhai District, Foshan City, Guangdong Province, China (the "Company"), Hong Hui Investment Holdings, Inc a British Virgin islands company (the “BVI Company”), the owner of all of the outstanding equity interests of Technic International Limited, a Hong Kong company (“Technic”), the owner of all of the outstanding equity interests of Foshan SLP Special Materials Company (“Foshan”), a limited liability company organized under the laws of the People’s Republic of China (“PRC”) and the purchasers set forth on Schedule 1 hereof (collectively, the "Purchasers" and each a "Purchaser").
