SHARE EXCHANGE AGREEMENT by and among HIGHLAND RIDGE, INC. TEC TECHNOLOGY LIMITED and THE SHAREHOLDER OF TEC TECHNOLOGY LIMITED Dated as of May 4, 2010Share Exchange Agreement • May 10th, 2010 • Highland Ridge, Inc. • Non-operating establishments • Delaware
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of May 4, 2010, is by and among HIGHLAND RIDGE, INC., a Delaware corporation (“Highland Ridge”), TEC TECHNOLOGY LIMITED., a Hong Kong company (“TEC”), and Hua Peng Phillip Wong, the sole shareholder of TEC (the “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.
Technology Transfer (Patent Exploitation License) ContractHighland Ridge, Inc. • May 10th, 2010 • Non-operating establishments
House Rental AgreementHouse Rental Agreement • May 10th, 2010 • Highland Ridge, Inc. • Non-operating establishments
The leaser (Party A): Ding Jie Address for Service: No. 2009, Xiongying Building, Futian District, Shenzhen Postal Code: Phone: 13798315819 Entrusted Agent: Address for Service: Postal Code: Phone:
Equity Transfer AgreementEquity Transfer Agreement • May 10th, 2010 • Highland Ridge, Inc. • Non-operating establishments
The agreement was signed by Party A and Party B on the issue of Anhui Tec Tower Ltd. (hereinafter “Tec Tower”) stock transfer on February 22, 2010 in Jingde Country, Anhui.
LETTER AGREEMENT May 4, 2010Letter Agreement • May 10th, 2010 • Highland Ridge, Inc. • Non-operating establishments • New York
As you know, Highland Ridge, Inc. (the “Company”), TEC Technology Limited (“TEC Technology”), and Wong Hua Peng Phillip (“Wong”) are parties to a certain share exchange agreement, dated of even date herewith (the “Share Exchange Agreement”), pursuant to which the Company acquired 100% of the issued and outstanding capital stock of TEC Technology and its operating subsidiaries from Wong, in exchange for the issuance to Wong of 19,194,421 shares of the Company’s common stock, par value $0.001 (the “Common Stock”), constituting 63.60% of the Company’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement. Subject to the terms and conditions of this Agreement, and upon the consummation of the transactions contemplated by the Share Exchange Agreement, Wong desires to transfer and assign to each of the persons listed on Schedule 1 hereof (the “Transferees”), an aggregate of 1
Contract No.:Highland Ridge, Inc. • May 10th, 2010 • Non-operating establishments
Loan ContractHighland Ridge, Inc. • May 10th, 2010 • Non-operating establishments
For requirements of business operation, the Borrower applies to the Lending Bank for a loan. After examination and inspection, the Lending Bank hereby agrees to issue a loan to the Borrower according to terms and conditions in this Contract as below.
Crediting Agreement China Merchants Bank Co., LtdCrediting Agreement • May 10th, 2010 • Highland Ridge, Inc. • Non-operating establishments
As applied by Party B, Party A hereby agrees to provide a line of credit for Party B to use. This Agreement is reached by and between both parties through full consultation according relevant laws and regulations as below.
Technology Transfer (Patent Exploitation License) ContractHighland Ridge, Inc. • May 10th, 2010 • Non-operating establishments
Technology Transfer (Patent Exploitation License) ContractHighland Ridge, Inc. • May 10th, 2010 • Non-operating establishments
RMB Loan ContractHighland Ridge, Inc. • May 10th, 2010 • Non-operating establishments
Party A hereby applies to Party B for a loan in RMB (RMB loan) for requirements as specified in clause 2.1 hereinbelow, and Party B agrees on the loan. For clarification of rights and obligations, this Contract is formulated and signed by and both parties through consultation on the basis of equality according to the Contract Law, Lending General Provisions and other relevant laws and regulations. Party A has read through the Contract and fully understood terms and conditions herein, especially meanings and legal consequences of the articles and provisions underscored.
Technology Transfer (Patent Exploitation License) ContractHighland Ridge, Inc. • May 10th, 2010 • Non-operating establishments
