CONSULTING SERVICES AGREEMENTConsulting Services Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services
This Consulting Services Agreement (this “Agreement”) is dated on December 28, 2005, and is entered into in Shanghai, China by and among Haie Hi-tech Engineering (Hong Kong) Company Limited, with a registered address at FLAT/RM B 20/F Public Bank Centre, 120 Des Voeux Road Central, HK, China (“Party A”), and Shanghai Xin Ye Environmental Protection Engineering Technology Co., Ltd. with a registered address at, 5th Floor, No.268 Qu Yang Road, Shanghai, China (“Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated December 28, 2005, and entered into in Shanghai, China by and among Haie Hi-tech Engineering (Hong Kong) Company Limited Harbin Mega Profit Management & Consultation Co., Ltd., with a registered address at FLAT/RM B 20/F Public Bank Centre, 120 Des Voeux Road Central, HK, China (“Pledgee”), Shanghai Xin Ye Environmental Protection Engineering Technology Co., Ltd. with a registered address at 5th Floor, No.268 Qu Yang Road, Shanghai, China (“Party B” or “Company”)ôand each of the shareholders of Party B listed on the signature pages hereto (collectively, the “Pledgors”).
CHINA ENERGY RECOVERY, INC. WARRANTChina Energy Recovery, Inc. • April 21st, 2008 • Services-management consulting services • Delaware
CHINA ENERGY RECOVERY, INC., a Delaware corporation (the "Company"), hereby certifies that, for value received, [NAME OF HOLDER], or its registered assigns (the "Holder"), is entitled to purchase from the Company up to a total of [___] shares of common stock, $0.001 par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise price equal to $1.29 per share (as adjusted from time to time as provided in Section 9, the "Exercise Price"), at any time and from time to time from and after the six month anniversary of the date hereof through and including the 60-month anniversary of the date hereof (the "Expiration Date"), and subject to the terms and conditions set forth herein. This Warrant (this "Warrant") is one of a series of similar warrants issued pursuant to the Securities Purchase Agreements dated as of the date hereof by and between the Company and each of the Purchasers identified therein (the
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services • Delaware
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services • Delaware
This Registration Rights Agreement (the "Agreement") is made as of the date set forth below between China Energy Recovery, Inc., a Delaware corporation (the "Company"), and the purchasers of its Series A Preferred Stock (as defined below) pursuant to a Securities Purchase Agreement dated as of the date hereof (each an "Investor" and, collectively, the "Investors"). Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Securities Purchase Agreement.
OPTION AGREEMENTOption Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services
This Option Agreement (this “Agreement”) is entered into, as of December 28, 2005, in Shanghai, China by and among Haie Hi-tech Engineering (Hong Kong) Company Limited, with a registered address at FLAT/RM B 20/F Public Bank Centre, 120 Des Voeux Road Central, HK, China (“Party A”), Shanghai Hai Lu Kun Lun Hi-tech Engineering Co., Ltd. with a registered address at No.1111, Northern Zhong Shan Er Road, Shanghai, 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.”
OPERATING AGREEMENTOperating Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services
This Operating Agreement (this “Agreement”) is dated December 28, 2005, and is entered into in Shanghai, China by and among Haie Hi-tech Engineering (Hong Kong) Company Limited, with a registered address at FLAT/RM B 20/F Public Bank Centre, 120 Des Voeux Road Central, HK, China (“Party A”), Shanghai Xin Ye Environmental Protection Engineering Technology Co., Ltd. with a registered address at, 5th Floor, No.268 Qu Yang Road, Shanghai, 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.”
PROXY AGREEMENTProxy Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services
This Shareholders’ Voting Rights Proxy Agreement (the “Agreement”) is entered into as of December 28, 2005 among the following partiesæ
PROXY AGREEMENTProxy Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services
This Shareholders’ Voting Rights Proxy Agreement (the “Agreement”) is entered into as of December 28, 2005 among the following parties:
Unofficial Translation Leasing and Operation AgreementLeasing and Operation Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services
NOW, THEREFORE, after negotiation, the parties, intending to be legally bound, hereby agree to enter into Leasing and Operation Agreement (the “Agreement”) with clauses as follows:
LOAN AND TRANSACTION EXPENSES AGREEMENTLoan and Transaction Expenses Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services • California
This LOAN AND TRANSACTION EXPENSES AGREEMENT (the “Agreement”) is entered into by and between Shanghai Hai Lu Kun Lun Hi-tech Engineering Co., Ltd., a company incorporated in the People’s Republic of China (“HAIE Company”), on the one hand, and RMK Emerging Markets, LLC, a Delaware limited liability company (“RMK”), on the other hand, as of December 18, 2007.
LOAN CONVERSION AGREEMENTLoan Conversion Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services • California
THIS LOAN CONVERSION AGREEMENT (this "Agreement") is made and entered into as of the 15 day of April, 2008 (the "Effective Date") by and between RMK Emerging Markets, LLC, a Delaware limited liability company ("RMK"), Shanghai Hai Lu Kun Lun Hi-Tech Engineering Co., Ltd., a company incorporated in the People's Republic of China ("HAIE"), and China Energy Recovery, Inc., a Nevada corporation ("CER").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of January 18, 2008 (the "Effective Date"), by and between MMA Media Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, a "Stockholder" and collectively, the "Stockholders"). The Company and the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services • Delaware
FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT dated as of April 15, 2008 (this "Amendment"), by and among China Energy Recovery, Inc., a Delaware corporation (“Pubco”), Poise Profit International, Ltd., a company incorporated pursuant to the laws of the British Virgin Islands ("Priveco"), and the undersigned shareholders of Priveco (the "Selling Shareholders", and together with Pubco and Priveco, the "Parties").
ESCROW AGREEMENTEscrow Agreement • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services • Delaware
THIS ESCROW AGREEMENT (this "Escrow Agreement") is dated as of April 15, 2008, among China Energy Recovery, Inc., a Delaware corporation ("Pubco"), Poise Profit International, Ltd., a company incorporated pursuant to the laws of the British Virgin Islands ("Priveco"), WU Qinghuan and ZHOU Jialing, the stockholders of Priveco (the "Stockholders"), and Corporate Stock Transfer, Inc. (the "Escrow Agent"). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Share Exchange Agreement, dated effective as of January 24, 2008 (the "Share Exchange Agreement").
Employment ContractEmployment Contract • April 21st, 2008 • China Energy Recovery, Inc. • Services-management consulting services
According to the "Labor Law of the PRC" and "Shanghai labor contract provisions," as mutually agreed, Party A and Party B shall voluntarily sign this contract and comply with the terms setting out in the contract.
