FORM OF COMMON STOCK PURCHASE WARRANT To Purchase [Number of Shares Underlying Warrant] Shares of Common Stock of SRKP 19, Inc.SRKP 19 Inc • November 26th, 2007
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, [Name of Investor] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the earlier of (i) ten years from the Initial Exercise Date or (ii) five years from the date the Company (as defined below) consummates a merger or other business combination with an operating business or any other event pursuant to which the Company ceases to be a “shell company,” as defined by Rule 12b-2 under the Securities Exchange Act of 1934 and a “blank check company,” as defined by Rule 419 of the Securities Act (the “Termination Date”) but not thereafter, to subscribe for and purchase from SRKP 19, Inc., a Delaware corporation (the “Company”), up to [Number of Shares Underlying Warrant] shares (the “Warrant Shares”) of the Company’s common stock, par
FORM OF WARRANT PURCHASE AGREEMENTForm of Warrant Purchase Agreement • November 26th, 2007 • SRKP 19 Inc • Delaware
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) entered into as of the 3rd day of January, 2007, by and between SRKP 19, Inc., a Delaware corporation with an address at 4737 North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308 (the “Company”) and [Name of Investor], an individual with an address at [Address of Investor] (the “Purchaser”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 26th, 2007 • SRKP 19 Inc • Delaware
AGREEMENT entered into as of the 3rd day of January, 2007, by and between SRKP 19, Inc., a Delaware corporation with an address at 4737 North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308 (the “Company”) and [Name of Investor], an individual with an address at [Address of Investor] (the “Purchaser”).
7,294,832 Shares1 NIVS IntelliMedia Technology Group, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 21st, 2010 • NIVS IntelliMedia Technology Group, Inc. • Household audio & video equipment • California
NIVS IntelliMedia Technology Group, Inc., a Delaware corporation (the “Company”), proposes to sell to you and other firms and corporations named in Schedule A attached hereto (the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 9 hereof), for which you are acting as representatives (“Representatives”), 7,294,832 shares (the “Primary Shares”) of the Company’s Common Stock, par value $.0001 per share (“Common Stock”). In addition, the Company proposes to grant to the Underwriters an option to purchase, solely for the purpose of covering over-allotments, up to an additional 1,094,224 shares of the Common Stock (the “Over-Allotment Shares”). The Primary Shares and the Over-Allotment Shares are collectively referred to below as the “Shares.” The Company agrees with the several Underwriters as set forth below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) made as of this 25th day of July, 2008, by and among SRKP 19, Inc., a Delaware corporation (the “Company”); NIVS Holding Company Limited, a British Virgin Islands corporation and upon the Closing Date (as defined below) a 100%-owned subsidiary of the Company ("NIVS"); and the undersigned (each a “Holder” and together the “Holders”).
WARRANT TO PURCHASE COMMON STOCK OF NIVS INTELLIMEDIA TECHNOLOGY GROUP, INC.NIVS IntelliMedia Technology Group, Inc. • April 19th, 2010 • Household audio & video equipment
SUBSCRIPTION AGREEMENTSubscription Agreement • August 13th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (“Subscription Agreement”) made as of this [__] day of [______], 2008, by and among SRKP 19, Inc., a Delaware corporation (the “Company”), Niveous Holding Company Limited, a British Virgin Islands corporation and upon the Closing Date (as defined below) a wholly-owned subsidiary of the Company (“Niveous”); and the undersigned (the “Subscriber”).
DEBT REPAYMENT AND SET-OFF AGREEMENTDebt Repayment and Set-Off Agreement • December 5th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Household audio & video equipment • Delaware
This DEBT REPAYMENT AND SET-OFF AGREEMENT (this “Agreement”), dated and effective as of November 28, 2008, is entered into by and among (i) NIVS IntelliMedia Technology Group, Inc., a Delaware corporation (“NIVS USA”), Niveous Holding Company Limited, a British Virgin Islands corporation (“NIVS BVI”), NIVS (HZ) Audio & Video Tech Company Limited (“NIVS PRC”), NIVS International (H.K.) Limited (“NIVS HK”), and NIVS (HZ) Audio & Video Tech Company Limited Shenzhen Branch (“NIVS Shenzhen”); (ii) Tianfu Li, NIVS USA’s Chief Executive Officer and Chairman of the Board, an individual residing in the People’s Republic of China (“PRC”) and holder of PRC identity card no. 440106196907021831; and (iii) each of NIVS Investment (SZ) Co., Ltd., Zhongkena Technology Development, Xentsan Technology (SZ) Co., Ltd., Korea Hyundai Light & Electric (Int’l) Holding, NIVS Information & Technology (HZ) Co., Ltd., and Hyundai Light & Electric (HZ) Co., Ltd. (collectively, the “Related Companies”). For purpos
AMENDMENT NO. 1 TO THE DEBT REPAYMENT AND SET-OFF AGREEMENT-Off Agreement • December 24th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Household audio & video equipment
This AMENDMENT NO. 1 TO THE DEBT REPAYMENT AND SET-OFF AGREEMENT (this “Amendment”), is entered into on December 22, 2008, by and among (i) NIVS IntelliMedia Technology Group, Inc., a Delaware corporation (“NIVS USA”), Niveous Holding Company Limited, a British Virgin Islands corporation (“NIVS BVI”), NIVS (HZ) Audio & Video Tech Company Limited (“NIVS PRC”), NIVS International (H.K.) Limited (“NIVS HK”), and NIVS (HZ) Audio & Video Tech Company Limited Shenzhen Branch (“NIVS Shenzhen”); (ii) Tianfu Li, NIVS USA’s Chief Executive Officer and Chairman of the Board, an individual residing in the People’s Republic of China (“PRC”) and holder of PRC identity card no. 440106196907021831; and (iii) each of NIVS Investment (SZ) Co., Ltd., Zhongkena Technology Development, Xentsan Technology (SZ) Co., Ltd., Korea Hyundai Light & Electric (Int’l) Holding, NIVS Information & Technology (HZ) Co., Ltd., and Hyundai Light & Electric (HZ) Co., Ltd. (collectively, the “Related Companies”). For purpos
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2010 • NIVS IntelliMedia Technology Group, Inc. • Household audio & video equipment • Delaware
AGREEMENT dated as of the 1st day of October, 2010, by and among NIVS IntelliMedia Technology Group, Inc., a Delaware corporation with its principal office at NIVS Industry Garden, No.29-31 Shuikou Road, Huizhou City Guangdong Province, China, 516005 (the “Company”), and Alexander Chen, an individual residing at 65 Wigram Road, Glebe NSW Australia (“Executive”).
Contract No.: (2003) Hao He Zi No.1NIVS IntelliMedia Technology Group, Inc. • July 30th, 2008 • Blank checks
In accordance with the stipulations in the relevant national laws and regulations, on the principles of equality, voluntary willingness, compensation as well as honest and credit, the three parties concluded this contract through negotiations.
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • August 13th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Blank checks • Delaware
This Intellectual Property Assignment Agreement (this “Agreement”) is entered into on this 18th day of July, 2008 by and among NIVS (Huizhou) Audio & Video Tech. Co., Ltd., a company organized under the laws of the People’s Republic of China (“PRC”) (“Assignee”), and Tianfu Li, an individual residing in the PRC and holder of PRC identity card no. 440106196907021831 (“Assignor”). Undefined terms contained in this Agreement shall have the meanings as set forth in the Share Exchange Agreement, as defined below.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 30th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Blank checks
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • October 10th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Household audio & video equipment • Delaware
This Intellectual Property Assignment Agreement (this “Agreement”) is entered into on this 18th day of July, 2008 by and among NIVS (Huizhou) Audio & Video Tech. Co., Ltd., a company organized under the laws of the People’s Republic of China (“PRC”) (“Assignee”), and Tianfu Li, an individual residing in the PRC and holder of PRC identity card no. 440106196907021831 (“Assignor”). Undefined terms contained in this Agreement shall have the meanings as set forth in the Share Exchange Agreement, as defined below.
Agreement to Convert Debt into EquityAgreement to Convert Debt Into Equity • December 24th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Household audio & video equipment • Delaware
This Agreement to Convert Debt into Equity (“Agreement”) is made as of December 24, 2008, by and between the NIVS IntelliMedia Technology Group, Inc., a Delaware corporation (“NIVS USA”), Niveous Holding Company Limited, a British Virgin Islands corporation (“NIVS BVI”), NIVS (HZ) Audio & Video Tech Company Limited (“NIVS PRC”), NIVS International (H.K.) Limited (“NIVS HK,” and collectively with NIVS USA, NIVS BVI and NIVS PRC, the “Company”), on the one hand, and Tianfu Li, an individual residing in the People’s Republic of China (“PRC”) and holder of PRC identity card no. 440106196907021831 (“Mr. Li” and collectively with the Company, the “Parties”), on the other hand.
Employment Agreement of Huicheng District, Huizhou CityEmployment Agreement • July 30th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Blank checks
In accordance with Labor Law of the People’s Republic of China and relevant national, provincial and municipal regulations, Party A and Party B agree to enter into this Agreement:
Guangdong Province Labor Contract Produced by Guangdong Labor and Social Security DepartmentGuangdong Province • July 30th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Blank checks
Both Party A and Party B, in accordance with the applicable provisions of the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China, and national and provincial provisions, reach this Contract under the principles of legitimacy, equity, equality, free will, consensus, honesty and creditability.
SHARE AND WARRANT CANCELLATION AGREEMENTShare and Warrant Cancellation Agreement • July 30th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Blank checks • Delaware
THIS SHARE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of this 25th day of July, 2008 by and between SRKP 19, Inc., a Delaware corporation (“SRKP 19”) and the stockholders of SRKP 19, as set forth on Schedule I attached hereto (such stockholders collectively referred to herein as the “Stockholders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Exchange Agreement (as hereinafter defined).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 28th, 2010 • NIVS IntelliMedia Technology Group, Inc. • Household audio & video equipment • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of January 19, 2010, is made and entered into by and between East Best Industrial Limited, a company organized under the laws of British Virgin Islands (the “Shareholder”), and NIVS Holding Company Limited, a company organized under the laws of the British Virgin Islands (“NIVS”), and Hui Xi Li, an individual that has been the principal of the Shareholder (the “Shareholder Principal”).
Loan ContractLoan Contract • July 30th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Blank checks
In accordance with the relevant national laws and regulations, the Parties, through mutual negotiations, conclude this contract,
Supplementary AgreementSupplementary Agreement • July 30th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Blank checks
Party A, Party B and Shuikou County Real Estate Development Corporation concluded “Contract” on November 24th, 2003 (No.: (2003) Hao He Zi No. 1) in which Party A agrees to transfer the use right of the land that is located in Wei Village, Lianhe Ridge, Shuikou County with an area of 184,810 square meters to Party B. The total transfer fee is 18,799,982 RMB. In accordance with the stipulations in “Contract”, Party B has paid the deposit of 3,000,000 RMB to Party A. Party A has transferred the stated-owned land use right to the name of Party B. The parties hereby reach the following agreements on the payment of the transfer fee and the guarantee:
AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 30th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Blank checks
This AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of July 25, 2008 (this "Amendment"), is entered into by and among SRKP 19, Inc., a Delaware corporation (the “Company”), Niveous Holding Company Limited, a British Virgin Islands corporation (“Niveous”), and all of the shareholders of Niveous, each of whom has executed a counterpart signature page to this Amendment (each, a “Shareholder” and collectively, the “Shareholders”). The Company, Niveous and the Shareholders are collectively referred to herein as the “Parties.” Terms not defined in this Amendment shall have such meanings as set forth in the Agreement (as defined below).
