STOCK PURCHASE AND SHARE EXCHANGE AGREEMENT by and among PAPERCLIP SOFTWARE, INC. a Delaware Corporation, AMERICAN SUNRISE INTERNATIONAL, INC. a Delaware Corporation, THE SHAREHOLDERS OF AMERICAN SURISE INTERNATIONAL, INC. LISTED ON SCHEDULE 3.2, and...Stock Purchase and Share Exchange Agreement • November 9th, 2006 • Paperclip Software Ince • Services-prepackaged software • Delaware
THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE (the “Agreement”), is made and entered into this 6th day of November, 2006, by and among Paperclip Software, Inc., a corporation organized under the laws of Delaware, with its principal place of business located at One University Plaza Suite 214, Hackensack, NJ 07601 (“PCLP"); American Sunrise International, Inc., a Delaware Corporation with its principal place of business located at 18 Kimberly Court, East Hanover, New Jersey 07936 ("ASI”), Jilin Dongsheng Weiye Science and Technology Co., Ltd. (“Dongsheng”), a limited liability company organized under the laws of the People’s Republic of China (the “PRC”) and a wholly-owned subsidiary of ASI, with its principal place of business located at [0-800 Jifong Highway, Jiangnan Blvd., Jilin, Jilin Province, PRC, and the ASI shareholders listed on Schedule 3.2 attached hereto and made a part hereof (“ASI Shareholders”) (collectively, ASI, Dongsheng and the ASI Shareholders shall be known as th
AMENDMENTAmendment • November 9th, 2006 • Paperclip Software Ince • Services-prepackaged software • Delaware
THIS AMENDMENT (the “Amendment”) is made and entered into as of November 9, 2006, by and among Paperclip Software, Inc., a corporation organized under the laws of Delaware, with its principal place of business located at One University Plaza Suite 214, Hackensack, NJ 07601 (“PCLP"); American Sunrise International, Inc., a Delaware Corporation with its principal place of business located at 18 Kimberly Court, East Hanover, New Jersey 07936 ("ASI”), Jilin Dongsheng Weiye Science and Technology Co., Ltd. (“Dongsheng”), a limited liability company organized under the laws of the People’s Republic of China (the “PRC”) and a wholly-owned subsidiary of ASI, with its principal place of business located at 0-800 Jifong Highway, Jiangnan Blvd., Jilin, Jilin Province, PRC, and the ASI shareholders listed on Schedule 3.2 attached hereto and made a part hereof (“ASI Shareholders”) (collectively, ASI, Dongsheng and the ASI Shareholders shall be known as the “ASI Group”).
SHAREHOLDERS' VOTING PROXY AGREEMENT AMONG HUAKANG ZHOU AND JILIN DONGSHENG WEIYE SCIENCE AND TECHNOLOGY CO., LTD. November 8, 2006 JILIN PROVINCE, CHINAShareholders' Voting Proxy Agreement • November 9th, 2006 • Paperclip Software Ince • Services-prepackaged software
This Shareholders' Voting Proxy Agreement (the "Agreement") is entered into as of November 8, 2006 among the following parties in Jilin Province:
Share Pledge AgreementShare Pledge Agreement • November 9th, 2006 • Paperclip Software Ince • Services-prepackaged software
Therefore, in accordance with applicable laws and regulations of the People's Republic of China, the Parties hereto reach this Agreement through friendly negotiation in the principle of equality and mutual benefit and abide by.
ENTRUSTED MANAGEMENT AGREEMENT AIDONG YU DANDAN YU CHUNXIAO ZOU YANJUN HUANG YULIANG XIE YANPING YU QIANG SUI AIPING YU YUNXIAO ZOU AND HUAKANG ZHOU For PAPERCLIP SOFTWARE, INC. November 8, 2006 JILIN PROVINCE, CHINAEntrusted Management Agreement • November 9th, 2006 • Paperclip Software Ince • Services-prepackaged software
and the sole officer and majority shareholder of American Sunrise International, Inc., a wholly foreign-owned enterprise incorporated in the State of Delaware.
