Highland Ridge, Inc. - Exhibit 10.4 - Filed by newsfilecorp.com






Exhibit 10.4 

LETTER AGREEMENT 

May 4, 2010 

To:     The
Undersigned Transferees

 

Gentlemen: 

          Re:      Share
Allocation and Transfer 

          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 1,397,049 shares of Common Stock
from the shares issuable to Wong in connection with the consummation of the
transactions contemplated by the Share Exchange Agreement, as consideration for
services provided by them to the Company and/or its subsidiaries in connection
with the consummation of the Share Exchange Agreement. Any capitalized terms
used but not defined herein shall have the meanings assigned to such terms in
the Share Exchange Agreement. 

          NOW,
THEREFORE, for and in consideration of the covenants set forth herein and the
mutual benefits to be gained by the parties signatory hereto, and other good and
valuable consideration, the receipt and adequacy of which are now and forever
acknowledged and confessed, the parties hereto hereby agree and intend to be
legally bound as follows: 

          1.     
Share Allocation and Transfer.

                    (a)      Transfer
Shares. Subject to the terms and conditions of this letter agreement (this
“Agreement”), and only upon the consummation of the transactions
contemplated by the Share Exchange Agreement, Wong hereby transfers and assigns
to each Transferee, and each Transferee accepts and assumes, all of Wong’s
right, title and interest in and to the number of shares of the Common Stock set
forth opposite such Transferee’s name in Schedule 1 attached hereto (the
“Transfer Shares”), which are issuable to the Transferor in connection
with the consummation of the transactions contemplated by the Share Exchange
Agreement, in consideration for the services performed by each Transferee. The
Shares shall be issued to the Transferees rather than to Wong and the number of
shares issuable to Wong in connection with the Share Exchange Agreement shall be
appropriately reduced.

                    (b)      Representations
and Warranties of the Transferees. In connection with the transfer of the
Shares to the Transferees pursuant to Section 1 above, each of the Transferees
hereby represents and warrants to Wong and the Company as follows: 




                                   (i)
Transferee acknowledges that the Company has made no representation to
Transferee regarding the Company, its business or prospects. 

                                   (ii)
Transferee is accepting the Transfer Shares for investment for Transferee’s own
account only, not as a nominee or agent, and not with a view to, or for resale
in connection with, any “distribution” of the Transfer Shares within the meaning
of the Securities Act of 1933, as amended (the “Securities Act”). By
executing this Agreement, Transferee represents that Transferee does not have
any contract, undertaking, agreement, or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with
respect to any of the Transfer Shares. 

                                   (iii)
Transferee has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of investment in the
Company and has had full access to all the information it considers necessary or
appropriate to make an informed investment decision with respect to the Transfer
Shares. 

                                   (iv)
The Transferee understands that the Transfer Shares have not been registered
under the Securities Act and, if issued in accordance with the provisions of
this Agreement, will be issued by reason of a specific exemption from the
registration provisions of the Securities Act which depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of the
Transferee’s representations as expressed herein. The non-registration shall
have no prejudice with respect to any rights, interests, benefits and
entitlements attached to the Transfer Shares in accordance with the Company’s
charter documents or the laws of its jurisdiction of incorporation.

                                   (v)
The Transferee understands that the Transfer Shares are characterized as
“restricted securities” under the Securities Act inasmuch as this Agreement
contemplates that, if acquired by the Transferee pursuant hereto, the Transfer
Shares would be acquired in a transaction not involving a public offering. The
allocation and delivery of the Transfer Shares hereunder have not been
registered under the Securities Act or the securities laws of any state of the
U.S. and that the transfer of the Transfer Shares is being effected in reliance
upon an exemption from registration afforded either under Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.
The Transferee further acknowledges that if the Transfer Shares are issued to
the Transferee in accordance with the provisions of this Agreement, such
Transfer Shares may not be resold without registration under the Securities Act
or the existence of an exemption therefrom. The Transferee represents that it is
familiar with Rule 144 promulgated under the Securities Act, as presently in
effect, and understands the resale limitations imposed thereby and by the
Securities Act.

                                   (vi)
Transferee is an “accredited investor” within the meaning of Rule 501 under the
Securities Act and Transferee was not organized for the specific purpose of
acquiring the Transfer Shares. 

                                   (vii)
Transferee is not accepting the Transfer Shares as a result of any
advertisement, article, notice or other communication regarding the Transfer
Shares published in any newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar or any other general
solicitation or general advertisement.

                                   (viii)
Transferee acknowledges that the certificate evidencing the Transfer Shares will
bear a restrictive legend referring to the transfer limitations applicable under
the Securities Act and applicable state securities laws.

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                    (c)     
Indemnification. Each Transferee agrees to indemnify and hold harmless
the Company from and against all liability, damage, losses, costs and expenses
(including reasonable attorneys’ fees and court costs) which they may incur by
reason of any breach of the representations and warranties made by such
Transferee herein, or in any document provided by such Transferee to the
Company. 

                    (d)      General
Release of All Claims. In consideration of the delivery of the Transfer
Shares described in Section 2(b) above, each of the Transferees, for
itself and its heirs, successors, and assigns, hereby voluntarily acquits,
releases and forever discharges the Company, TEC Technology Limited, and their
respective agents, its present and former officers, directors, (trade) partners,
employees, consultants, affiliates, parents, subsidiaries, related entities,
predecessors, heirs, successors, and assigns (collectively, the “Covered
Persons”) of and from any and all claims, demands, actions, causes of
action, suits, contracts, covenants, promises, damages, judgments, liabilities,
debts, costs and expenses whatsoever (collectively, the “Claims”), both
at law or in equity, whether known or unknown, which such Transferee has, has
had or may hereafter have against the Covered Persons, on account of any matter,
cause, transaction, event, occurrence, agreement or thing of any kind occurring
at any time from the beginning of the world up to the date of, or
contemporaneously with, this Agreement (including any Claims for issuance of
equity securities in the Company in connection with the transactions
contemplated by the Share Exchange Agreement) and including any claims for
failure to pay for services rendered to a Covered Person.

          2.     
Amendments/Waiver. This Agreement may not be changed orally or modified,
amended or supplemented without an express written agreement executed by the
Company, Wong and the Transferees. No waiver of any of the provisions or
conditions hereof or any of the rights of a party hereto shall be effective or
binding unless such waiver shall be in writing and signed by the party claimed
to have given or consented thereto. This Agreement is intended to be for the
sole benefit of the parties hereto and their respective successors, heirs and
permitted assigns, and none of the provisions herein are intended to be, nor
shall they be construed to be, for the benefit of any third person. This
Agreement shall be binding upon and inure to the benefit of each party’s
respective successors, heirs and permitted assigns, and the rights and
obligations of the parties hereunder may not be assigned without the written
consent of all parties hereto.

          3.     
Notices. All notices, communications and instructions required or desired
to be given under this Agreement must be in writing and shall be deemed to be
duly given if sent by registered or certified mail, return receipt requested, or
overnight courier to the address provided for each party in the signature page
hereto (or to such other address and to the attention of such other person as
any of the above may have furnished to the other parties in writing and
delivered in accordance with the provisions set forth above), with a copy to:
Pillsbury Winthrop Shaw Pittman LLP, 2300 N Street, NW, Washington, DC
20037-1122; Attn.: Louis A. Bevilacqua, Esq., Tel. (202) 663-8358, Fax.
(202) 663-8007, Email: louis.bevilacqua@pillsburylaw.com. 

          4.     
Choice of Law, Jurisdiction and Venue. This Agreement shall be governed
by the laws of the State of New York without regard to principles of conflict of
laws, except to the extent that federal law may apply. Any dispute shall be
subject to the jurisdiction of the courts of New York, New York and the parties
agree to subject themselves to the jurisdiction of the courts in New York
County, New York.

          5.      Complete
Agreement. This Agreement contains the entire agreement of the parties
relating to the subject matter hereof. This Agreement and its terms may not be
changed orally but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension or discharge is
sought. It is understood that this Agreement may be prepared and executed in
both the English and Chinese languages, with both versions having legal
efficacy. If a dispute arises as to the interpretation of a particular provision of this Agreement
because of differences between the Chinese and English languages, the English
version shall prevail.

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          6.     
Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. 

          7.     
Binding Effect. This Agreement shall be binding upon the parties hereto
and inure to the benefit of the parties, their respective heirs, administrators,
executors, successors and assigns. 

[Remainder of Page Left Blank Intentionally] 

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          If
this Side Letter correctly states your understanding of our agreement, please
indicate your consent and approval by executing in the blank provided for your
signature below. 

Very truly yours, 

 

________________________________
Wong Hua Peng Phillip

 

Address for Notice: 

c/o Anhui TEC Tower Co., Ltd.

Xinqiao Industrial Park 
Jingde County, Anhui Province, 242600

People’s Republic of China 





Agreed to and accepted this ___ day of _____________, 2010:



HIGHLAND RIDGE, INC. 

 

By: ___________________________________

  Name: Chun Lu

Title: Chief Executive Officer 


Address for Notice: 

c/o Anhui TEC Tower Co., Ltd. 
Xinqiao Industrial Park

Jingde County, Anhui Province, 242600 
People’s Republic of China

Attention: Chief Executive Officer 


 

[TRANSFEREE SIGNATURE PAGES FOLLOW]

 

[Signature Page to Side Letter] 




[SIGNATURE PAGE FOR TRANSFEREES] 

If an Individual: 

 

_______________________________________
(Print Name Above)


 

_______________________________________
(Sign Name
Above)

 

If an Entity: 

 

_______________________________________
(Print Name Above)


By: ____________________________________
Name:

Title:

Address for Notice: See Schedule 1 

 

 

[Signature Page to Side Letter] 




SCHEDULE 1 


	

Transferee Name 	

Address for Notice/
      Delivery 	

Identification Number 	
Transfer
      
Shares 	Percentage of
      
Outstanding 
Shares 
	JUAN CHENG 




	Room 4002, RongChao 
Landmark
      
4028 Jintian Rd, Futian District 
Shenzhen, People’s Republic
      
of China 
	342530197009230046 




	211,584 




	0.70%






	XIAOZHONG 
JIANG 



	Room 4002, RongChao 
Landmark
      
4028 Jintian Rd, Futian District 
Shenzhen, People’s Republic
      
of China 
	330123197412264810 




	200,000 




	0.66%






	YIPING ZHU 




	Room 4002, RongChao 
Landmark
      
4028 Jintian Rd, Futian District 
Shenzhen, People’s Republic
      
of China 
	330123198002104827 




	50,000 




	0.17%






	DEBIN CHEN 




	Room 4002, RongChao 
Landmark
      
4028 Jintian Rd, Futian District 
Shenzhen, People’s Republic
      
of China 
	320831197103123818 




	20,000 




	0.07%






	LIANG HUANG 




	Room 4002, RongChao 
Landmark
      
4028 Jintian Rd, Futian District 
Shenzhen, People’s Republic
      
of China 
	321183198509042210 




	100,000 




	0.33%






	LIPING YANG 




	Room 4002, RongChao 
Landmark
      
4028 Jintian Rd, Futian District 
Shenzhen, People’s Republic
      
of China 
	341182196707081243 




	76,000 




	0.25%






	XIAOQIONG PENG 




	Room 4002, RongChao 
Landmark
      
4028 Jintian Rd, Futian District 
Shenzhen, People’s Republic
      
of China 
	632128700627004 




	73,314 




	0.24%






	YINSHU NIE 
	Room 4002, RongChao 
Landmark 

    4028 Jintian Rd, Futian District
      
Shenzhen, People’s Republic 
of China
    	132222196410220037 
	61,095 
	0.20%











	

Transferee Name 	

Address for Notice/
      Delivery 	

Identification Number 	
Transfer 
Shares 	Percentage of 
Outstanding
      
Shares 
	JINSONG WANG 




	Room 4002, RongChao 
Landmark
      
4028 Jintian Rd, Futian District 
Shenzhen, People’s Republic
      
of China 
	330123196608225712 




	210,948 




	0.70% 





	JIANMIMG WANG 




	Room 4002, RongChao 
Landmark
      
4028 Jintian Rd, Futian District 
Shenzhen, People’s Republic
      
of China 
	511027197607259151 




	61,125 




	0.20% 





	RUNDONG PAN 




	Room 4002, RongChao 
Landmark
      
4028 Jintian Rd, Futian District 
Shenzhen, People’s Republic
      
of China 
	330123197310311815 




	71,858 




	0.24% 





	XIAOLE YAN 




	Room 4002, RongChao 
Landmark
      
4028 Jintian Rd, Futian District 
Shenzhen, People’s Republic
      
of China 
	33052319641127052X 




	61,125 




	0.20% 





	CHUNHONG LV 




	Room 4002, RongChao 
Landmark
      
4028 Jintian Rd, Futian District 
Shenzhen, People’s Republic
      
of China 
	220602196901050923 




	100,000 




	0.33% 





	KAI SUN 




	Room 4002, RongChao 
Landmark
      
4028 Jintian Rd, Futian District 
Shenzhen, People’s Republic
      
of China 
	447886149 




	100,000 




	0.33% 





	Total 	  	  	1,397,049 	4.63%