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").
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).
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”).
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”).
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.
