NOTE EXTENSON AGREEMENT
Exhibit
10.1
NOTE EXTENSON AGREEMENT
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").
RECITALS:
WHEREAS, on February 12, 2010, the Company,
the BVI Company, Technic, Foshan and each of the Purchasers entered into a Note
Purchase Agreement (the “Note
Purchase Agreement”) pursuant to
which the Purchasers purchased secured convertible promissory notes
in the aggregate principal amount of $4,140,000 (the “Notes”);
WHEREAS, the principal balance, together
with accrued and unpaid interest, on each of the Notes was originally due and
payable on February 12, 2011; and
WHEREAS, the Company has requested and the
Purchasers are willing to extend the maturity date of the Notes, upon the terms
and subject to the provisions set forth herein.
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Terms
used herein which are defined in the Note Purchase Agreement shall have the same
meanings when used herein unless otherwise provided herein.
2. Each
of the Notes is hereby amended to extend the Maturity Date thereof from February
12, 2011 to June 30, 2011
3. The interest shall accrue and be payable quarterly in arrears on the last
Business Day of each fiscal quarter while the Notes are outstanding and on the earlier of (i)
the Maturity Date and (ii) the conversion of the Notes.
4. The Company shall attach an executed
copy of this Agreement to each original Note and all references hereafter to
each Note shall be as amended hereby.
5. No right of any Purchaser with respect to
the loans evidenced by the Notes and the Note Purchase Agreement or any right in any Transaction
Document is or will be in any manner, released,
destroyed, diminished or otherwise adversely affected by this Agreement, except
as expressly provided herein.
6. The Company understands and agrees that
the remaining provisions of the Note shall remain in full force and effect
without any changes or modification except as expressly stated
herein.
7. The
provisions set forth herein are limited precisely as written and shall not be
deemed to, except as expressly set forth herein (a)
be a consent to, or waiver or modification of, any other term or condition of
any of the Transaction Documents, or (b)
prejudice any right or rights which the
Purchasers may now have or may have in the future
under or in connection with the Transaction Documents or any of the other
documents referred to therein. In the event of a conflict between this Agreement
and any of Transaction Documents, the terms of this Agreement shall be
controlling. The representations and warranties made
in each Transaction Document are true and correct in all material respects on
and as of the date of this Agreement.
8. This
Agreement may be executed in any number of counterparts and by different parties
on separate counterparts and all of such counterparts shall together constitute
one and the same instrument.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as
of the date first above written.
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By:
/s/ Xxx
Xx
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Name:
Xxx Xx
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Title:
Chief Executive Officer
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HONG
HUI HOLDINGS LIMITED
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By: /s/ Xxx
Xx
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Name:
Xxx Xx
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Title:
Director
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TECHNIC
INTERNATIONAL LIMITED
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By:
/s/ Wawai
Law
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Name:
Wawai Law
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Title:
Chairman
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FOSHAN
SLP SPECIAL MATERIALS COMPANY
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By: /s/ Xxx Xx
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Name:
Xxx Xx
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Title:
Legal Representative
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| PURCHASERS: | ||||
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/s/
Purchaser
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Name
of Purchaser
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| /s/ Purchaser | ||||
| Signature of Purchaser |
