EQUITY PLEDGE AGREEMENT Among CAPITAL ALLY INVESTMENTS LIMITED (“Pledgor”) and PYPO DIGITAL COMPANY LIMITED (“Beneficiary”) Dated 10 March 2008Equity Pledge Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
The Pledgor and the Beneficiary are each hereinafter referred to individually as a “Party”, and collectively as the “Parties”.
Loan AgreementLoan Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
NOW, THEREFORE, Party A and Party B, on the basis of equality and free will and after friendly negotiations, hereby agree on the following:
Supplemental Agreement to Acquisition Framework AgreementSupplemental Agreement to Acquisition Framework Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Shanghai
THIS SUPPLEMENTAL AGREEMENT TO THE ACQUISITION FRAMEWORK AGREEMENT (the “Agreement”) is entered into by and among the following parties in Suzhou, Jiangsu Province, China on October 30, 2008:
BEIJING FEIJIE INVESTMENT CO., LTD. AND ZHUQUN PENG OPERATION AND MANAGEMENT AGREEMENT MAY 5, 2008 SUZHOUOperation and Management Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
THIS OPERATION AND MANAGEMENT AGREEMENT (this “Agreement”) is entered into by and between the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on May 5, 2008:
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of November __, 2007, by and between Beijing Pypo Technology Group Company Limited (the “Company”), and Clement Kwong (the “Indemnitee”), a director of the Company.
STYLE TECHNOLOGY DEVELOPMENT LIMITED and PYPO HOLDINGS (HK) COMPANY LIMITED EQUITY INTERESTS TRANSFER AGREEMENT relating to BEIJING PYPO TECHNOLOGY GROUP COMPANY LIMITED October 15, 2007Equity Interests Transfer Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
The Transferor agrees to transfer the 50% Equity Interests held by it to the Transferee, and the Transferee agrees to accept the 50% Equity Interests. Therefore, the Parties hereby agree to and shall abide by the following:
SUPPLEMENTAL FUNDS TRANSFER AGREEMENT Among PYPO DIGITAL COMPANY LIMITED and ARCH DIGITAL HOLDINGS LTD.Supplemental Funds Transfer Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
WHEREAS, the Parties entered into a Funds Transfer Agreement dated 10 March 2008 (the “Funds Transfer Agreement”) under which ARCH has transferred and/or procured the transfer of US$20,000,000 to Pypo and Pypo has transferred and/or procured the transfer of RMB150,000,000 to ARCH.
DEED OF RELEASE Among CAPITAL ALLY INVESTMENTS LIMITED (“Pledgor”) and PYPO DIGITAL COMPANY LIMITED (“Beneficiary”)Deed of Release • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
Share Transfer AgreementShare Transfer Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
As used in this Share Transfer Agreement (the “Agreement”), each of the Transferor and the Transferee is a “Party” and they are collectively referred to as the “Parties.”
SAMSUNG ANYCALL MOBILE PHONE DISTRIBUTION AGREEMENT DATE: JULY 1, 2008 PLACE OF EXECUTION: BEIJING, CHINADistribution Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
NOW THEREFORE, in order to promote the interests of both parties, based on the principles of honesty, trustworthiness and reciprocity, Samsung and Pypo Beijing agree to the following terms:
LOAN AGREEMENT Among CAPITAL ALLY INVESTMENTS LIMITED (“Borrower”) and PYPO DIGITAL COMPANY LIMITED (“Lender”) Dated 10 March 2008Loan Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
SUPPLEMENTAL LOAN AGREEMENT Among CAPITAL ALLY INVESTMENTS LIMITED (“Borrower”) and PYPO DIGITAL COMPANY LIMITED (“Lender”)Supplemental Loan Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
WHEREAS, the Parties entered into a Loan Agreement dated 10 March 2008 (the “Loan Agreement”) under which the Lender has made available to the Borrower a loan in the principal amount of US$20,000,000.
Beijing Feijie Investment Co., Ltd (the “Acquirer”), Zhuqun Peng (the “Controlling Party”) and the Companies and Individual Industrial and Commercial Households Listed in Schedule 1 (collectively, the “Transferors”) Acquisition Framework Agreement May...Acquisition Framework Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
THIS ACQUISITION FRAMEWORK AGREEMENT (this “Agreement”) is entered into by and among the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on May 5, 2008 (the “Execution Date”):
SUPPLEMENTARY AGREEMENT TO THE OPERATION AND MANAGEMENT AGREEMENTOperation and Management Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
This Supplementary Agreement to the Operation and Management Agreement (the “Agreement”) is entered into by and between the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on October 30, 2008.
FUNDS TRANSFER AGREEMENT Among PYPO DIGITAL COMPANY LIMITED and ARCH DIGITAL HOLDINGS LTD. Dated 10 March 2008Funds Transfer Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
WHEREAS, Pypo is owned as to approximately 182,700,000 ordinary shares of US$0.0001 by Capital Ally (the “Interests”) and 90,000,000 ordinary shares of US$0.0001 by ARCH.
PYPO DIGITAL COMPANY LIMITED AS GUARANTOR IN FAVOUR OF NEDERLANDSE FINANCIERINGS – MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. AS BENEFICIARY CORPORATE GUARANTEECorporate Guarantee • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
PYPO DIGITAL COMPANY LIMITED (the “Guarantor”) a company incorporated and existing under the laws of the Cayman Islands (Reg. no. CI-196422) having its registered office at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands;
EQUITY PLEDGE AGREEMENT given by PYPO HOLDINGS (BK) COMPANY LIMITED AS PLEDGOR to NEDERLAND SE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. AS PLEDGEE in respect of the equity interests of BEIJING PYPO TECHNOLOGY GROUP COMPANY LIMITEDEquity Pledge Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
EQUITY SUBSCRIPTION AGREEMENTEquity Subscription Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
DATED 30 JANUARY 2009 PYPO HOLDINGS (HK) COMPANY LIMITED AS BORROWER AND NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. AS LENDER TERM FACILITY AGREEMENTTerm Facility Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
Dated the 14th day of November 2007 STYLE TECHNOLOGY DEVELOPMENT LIMITED CHINA BRIGHT GROUP CO. LTD. PYPO HOLDINGS (HK) COMPANY LIMITED and PYPO DIGITAL COMPANY LIMITED SUBSCRIPTION AGREEMENT relating to PYPO DIGITAL COMPANY LIMITED Kirkpatrick &...Subscription Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
EQUITABLE MORTGAGE OF SHARESEquitable Mortgage of Shares • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
Frame ContractFrame Contract • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
This Frame Contract (the “Contract”) is executed by and among the parties listed below as of September 1, 2008 in Beijing, the People’s Republic of China (the “China” or “PRC”).
