REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2007 • Malex Inc • Investors, nec • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 13th day of November, 2007, by and among Malex, Inc., a Delaware corporation (the “Company”), and Barron Partners LP, a Delaware limited partnership (“Barron”), and any other investor who executes this Agreement (collectively, the “Investors” and each, an “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Securities Purchase Agreement of even date herewith (the “Purchase Agreement”), by and among the Company and the Investors.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • November 13th, 2007 • Malex Inc • Investors, nec
This Consulting Services Agreement (this “Agreement”) is dated October 12, 2007, and is entered into in Shanghai, China between Greenpower Environment Technology (Shanghai) Co., Ltd., with a registered address at Suite 3053, No. 227-231, Wuning Road, Shanghai , China(“Party A”), and Wuxi Huayang Dye Machine Co., Ltd., with a registered address at Zhetangbang Village, Qianzhou Town, Wuxi, China (“Party B”),. Party A and Party B are referred to collectively in this Agreement as the “Parties.”
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • November 13th, 2007 • Malex Inc • Investors, nec
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated October 12, 2007, and entered into in Shanghai, China by Greenpower Environment Technology (Shanghai) Co., Ltd., with a registered address at Suite 3053, No. 227-231, Wuning Road, Shanghai , China (“Pledgee”), and each of the shareholders of Party B listed on the signature pages hereto (collectively, the “Pledgors”), and Wuxi Huayang Dye Machine Co., Ltd., with a registered address at Zhetangbang Village, Qianzhou Town, Wuxi, China (“Party B” or “Company”),
SECURITIES PURCHASE AGREEMENT BETWEEN MALEX, INC. AND BARRON PARTNERS LP AND THE OTHER INVESTORS NAMED HEREIN DATED November 13, 2007Securities Purchase Agreement • November 13th, 2007 • Malex Inc • Investors, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 13th day of November, 2007 between Malex, Inc., a Delaware corporation (the “Company”), and Barron Partners LP, a Delaware limited partnership (“Barron”), and any other investors named on the signature page of this Agreement (together with Barron, the “Investors” and each an “Investor”).
OPTION AGREEMENTOption Agreement • November 13th, 2007 • Malex Inc • Investors, nec
This Option Agreement (this “Agreement”) is entered into, as of October 12, 2007, in Shanghai, China by Greenpower Environment Technology (Shanghai) Co., Ltd., with a registered address at Suite 3053, No. 227-231, Wuning Road, Shanghai, China (“Party A”), Wuxi Huayang Electrical Power Equipment Co., Ltd., with a registered address at No. 9 Yan Yu Zhong Road, Qianzhou Town, Wuxi, China (“Party B”), and each of the shareholders of Party B listed on the signature pages hereto (collectively, the “Party C”), Party A, Party B and Party C are referred to collectively in this Agreement as the “Parties.”
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • November 13th, 2007 • Malex Inc • Investors, nec
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated October 12, 2007, and entered into in Shanghai, China by Greenpower Environment Technology (Shanghai) Co., Ltd., with a registered address at Suite 3053, No. 227-231, Wuning Road, Shanghai , China (“Pledgee”), and each of the shareholders of Party B listed on the signature pages hereto (collectively, the “Pledgors”), and Wuxi Huayang Electrical Power Equipment Co., Ltd., with a registered address at No. 9 Yan Yu Zhong Road, Qianzhou Town, Wuxi China (“Party B” or “Company”).
MALEX, INC. Lock Up AgreementLock Up Agreement • November 13th, 2007 • Malex Inc • Investors, nec
The undersigned hereby agrees that for a period (the “Restricted Sales Period”) commencing on the date hereof and expiring on the first to occur of (i) twenty seven (27) months from the date hereof or (ii) the Restriction Termination Date, as defined in the Securities Purchase Agreement dated as of November 13, 2007, between Malex, Inc. (the “Company”), Barron Partners, LP and the other investors named therein, the undersigned will not, directly or indirectly, sell, agree or offer to sell or grant an option for the sale of any shares (including shares of the Company’s Common Stock issued pursuant to stock option or long-term incentive plans) of the Common Stock of in the public market. Without limiting the generality of the foregoing, the undersigned hereby agrees not to directly or indirectly offer to sell, grant an option for the purchase or sale of, transfer, pledge assign, hypothecate, distribute or otherwise encumber or dispose of any securities in the Company in a transaction whi
OPERATING AGREEMENTOperating Agreement • November 13th, 2007 • Malex Inc • Investors, nec
This Operating Agreement (this “Agreement”) is dated October 12, 2007, and is entered into in Shanghai, China between Greenpower Environment Technology (Shanghai) Co., Ltd., with a registered address at Suite 3053, No. 227-231, Wuning Road, Shanghai , China (“Party A”), and Wuxi Huayang Dye Machine Co., Ltd., with a registered address at Zhetangbang Village, Qianzhou Town, Wuxi, China (“Party B”), , and shareholders holding 100% outstanding shares of Party B (the “Shareholders of Party B” or “Party C”). Party A and Party B, and Shareholders of Party B are referred to collectively in this Agreement as the “Parties.”
SHARE EXCHANGE AGREEMENT by and among FULLAND LIMITED a corporation organized and existing under the laws of the Cayman Islands and THE STOCKHOLDERS OF FULLAND LIMITED on the one hand, and MALEX INC., a Delaware corporation and THE MAJORITY...Share Exchange Agreement • November 13th, 2007 • Malex Inc • Investors, nec • Delaware
This Share Exchange Agreement, dated as of November 13, 2007 (this “Agreement”), is made and entered into by and among the shareholders of Fulland Limited, a Cayman Islands corporation (“Fulland”) (each, a “Fulland Stockholder,” collectively, the “Fulland Stockholders”), listed on Schedule I attached, on the one hand; and Malex Inc., a public reporting Delaware corporation (OTCBB: MLEX.OB) (“Malex”), and Synergy Business Consulting, LLC, a Delaware limited liability company (the “Malex Stockholder”) on the other hand. Fulland is a party to this agreement solely to make representations and warranties as set forth herein.
OPERATING AGREEMENTOperating Agreement • November 13th, 2007 • Malex Inc • Investors, nec
This Operating Agreement (this “Agreement”) is dated October 12, 2007, and is entered into in Shanghai, China between Greenpower Environment Technology (Shanghai) Co., Ltd., with a registered address at Suite 3053, No. 227-231, Wuning Road, Shanghai , China (“Party A”), and Wuxi Huayang Electrical Power Equipment Co., Ltd., with a registered address at No. 9 Yan Yu Zhong Road, Qianzhou Town, Wuxi, China (“Party B”), , and shareholders holding 100% outstanding shares of Party B (the “Shareholders of Party B” or “Party C”). Party A and Party B, and Shareholders of Party B are referred to collectively in this Agreement as the “Parties.”
AGREEMENTCooperation Agreement • November 13th, 2007 • Malex Inc • Investors, nec
VOTING RIGHTS PROXY AGREEMENTVoting Rights Proxy Agreement • November 13th, 2007 • Malex Inc • Investors, nec
This Shareholders’ Voting Rights Proxy Agreement (the “Proxy Agreement”) is entered into as of October 12, 2007 by and among the following parties (each a “Party” and collectively the “Parties”) :
INVESTMENT AND COOPERATION STRUCTURE AGREEMENTInvestment and Cooperation Structure Agreement • November 13th, 2007 • Malex Inc • Investors, nec
In order to develop the business of waste to energy technology, and on the principle to dominate the domestic market, Wuxi Huayang Electrical Power Equipment Co., ltd. (hereinafter “Party A”) and Beijing China Sciences General Energy & Environment Co., Ltd. (hereinafter “Party B”), after consideration and friendly discussions, enter into this Agreement in order to establish common goals and to establish a strategic partnership.
ContractVoting Rights Proxy Agreement • November 13th, 2007 • Malex Inc • Investors, nec
