FORM OF COMMON STOCK PURCHASE WARRANT To Purchase [Number of Shares Underlying Warrant] Shares of Common Stock of SRKP 22, Inc.SRKP 22 Inc • January 16th, 2008
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 22, 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 • January 16th, 2008 • SRKP 22 Inc • Delaware
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) entered into as of the 11th day of October, 2007, by and between SRKP 22, 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”).
Shares1 China Intelligent Lighting and Electronics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2010 • China Intelligent Lighting & Electronics, Inc. • Electric lighting & wiring equipment
China Intelligent Lighting and Electronics, 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 11 hereof), for which you are acting as representatives (“Representatives”), ________________ shares (the “Primary Shares”) of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”). In addition, the Company and certain stockholders of the Company (the “Selling Stockholders”) named in Schedule B hereto severally propose to grant to the Underwriters an option to purchase, solely for the purpose of covering over-allotments, up to an additional _________ shares of the Common Stock (the “Over-Allotment Shares”). The Company and each Selling Stockholder has agreed to sell up to the amount set forth opposite the Company’s and each Selling Stockholder’s name in Schedule B hereto, in each case, i
FORM OF COMMON STOCK PURCHASE AGREEMENTForm of Common Stock Purchase Agreement • January 16th, 2008 • SRKP 22 Inc • Delaware
AGREEMENT entered into as of the 11th day of October, 2007, by and between SRKP 22, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) made as of this 15th day of January, 2010, by and among SRKP 22, Inc., a Delaware corporation (the “Company”); China Intelligent Electronic Holding Limited, a British Virgin Islands corporation and upon the Closing Date (as defined below) a 100%-owned subsidiary of the Company ("China Intelligent"); and the undersigned (each a “Holder” and together the “Holders”).
WARRANT TO PURCHASE COMMON STOCK OF CHINA INTELLIGENT LIGHTING AND ELECTRONICS, INC.China Intelligent Lighting & Electronics, Inc. • June 7th, 2010 • Electric lighting & wiring equipment
and the Company will reimburse each such Holder, partner, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 1.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, underwriter or controlling person of such Holder.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 30th, 2010 • China Intelligent Lighting & Electronics, Inc. • Electric lighting & wiring equipment • Delaware
This SUBSCRIPTION AGREEMENT (“Subscription Agreement”) made as of this ____ day of _______________, 2010, by and among SRKP 22, Inc., a Delaware corporation (the “Company”), China Intelligent Electric Company Limited, a British Virgin Islands corporation and upon the Closing Date (as defined below) a wholly-owned subsidiary of the Company (“China Intelligent”); and the undersigned (the “Subscriber”).
STOCK OPTION AGREEMENTStock Option Agreement • June 21st, 2010 • China Intelligent Lighting & Electronics, Inc. • Electric lighting & wiring equipment • Delaware
THIS STOCK OPTION AGREEMENT (“Agreement”) is made and entered into by and between China Intelligent Lighting and Electronics, Inc. (“Company”), a Delaware corporation, and Kui (Kevin) Jiang (“Optionee”), effective on June 17, 2010. (Company and Optionee are sometimes referred to herein as “party” or collectively as the “parties.”)
SHARE AND WARRANT CANCELLATION AGREEMENTShare and Warrant Cancellation Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks • Delaware
THIS SHARE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of this 15th day of January, 2010, by and between SRKP 22, Inc., a Delaware corporation (“SRKP 22”), and the stockholders of SRKP 22, as set forth on Schedule I attached hereto (such stockholders are 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).
DEBT REPAYMENT AND SET-OFF AGREEMENTDebt Repayment and Set-Off Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks • 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
Floor Lease AgreementFloor Lease Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
With respect to Party B’s lease of the third floor of Block A, Zhenxing Road, Jiaosha, Gusan Village from Party A for use of factory, the parties hereby agree upon the following terms:
AMENDMENT NO. 1 TO THE DEBT REPAYMENT AND SET-OFF AGREEMENTOff Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
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
Termination AgreementTermination Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
Due to the development of the company, after discussion between China Intelligent Electric Holding Limited and Mr. ZHOU XIAO LONG, CFO, it is agreed to reach termination the employment agreement which was executed on November 23, 2009. China Intelligent Electric Holding Limited will settle the salary accordingly. Regarding the stock to Mr. ZHOU XIAO LONG , it will not be issued.
Debt Forgiveness AgreementDebt Forgiveness Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
I, Tianfu Li, am willing to waive the below direct debt of China Intelligent Electric Holding Limited without any compensation. The category is as following:
AMENDMENT NO. 2 TO THE SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
This AMENDMENT NO. 2 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of January 15, 2010 (this "Amendment"), is entered into by and among SRKP 22, Inc., a Delaware corporation (the “Company”), China Intelligent Electronic Holding Limited, a British Virgin Islands corporation (“China Intelligent”), and Li Xuemei, the sole shareholder of China Intelligent (the “Shareholder”). The Company, China Intelligent and the Shareholder 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).
Debt Forgiveness AgreementDebt Forgiveness Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
I, Tianfu Li, am willing to waive the below direct debt of Korea Hyundai Light & Electric (International) Holding Limited without any compensation. The category is as following:
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks • Delaware
This Indemnification Agreement (the “Agreement”) is made as of January 14, 2010, by and between Li Xuemei, an individual with identification number 330727196412260928 (the “Ms. Li”), Hyundai Light and Electronic (Huizhou) Co., Ltd., a company organized under the laws of the PRC (the “Hyundai Light”), and China Intelligent Electronic Holding Limited, a British Virgin Islands corporation (“China Intelligent”).
Lease agreementLease Agreement • June 14th, 2010 • China Intelligent Lighting & Electronics, Inc. • Electric lighting & wiring equipment
Through consultation by both parties，Party B will lease Party A’s item,which located in Nanshan Industry Park,Jianghai District ,Jiangmen City, Both parties hereby agree upon the following terms:
Factory premises lease rental agreementChina Intelligent Lighting & Electronics, Inc. • June 14th, 2010 • Electric lighting & wiring equipment
Through consultation between both parties，Party A will lease the item which located in no.29-31 huanzhen west road shuikou town huizhou city to the Party B, both parties hereby agree upon the following terms:
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2010 • China Intelligent Lighting & Electronics, Inc. • Electric lighting & wiring equipment • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between China Intelligent Lighting and Electronics, Inc. (“Company”), a Delaware corporation, and Kui Jiang (“Employee”), effective as of May 5, 2010 (the “Effective Date”). (Company and Employee are sometimes referred to herein as “party” or collectively as the “parties.”)
WARRANT CANCELLATION AGREEMENTWarrant Cancellation Agreement • June 14th, 2010 • China Intelligent Lighting & Electronics, Inc. • Electric lighting & wiring equipment • Delaware
THIS WARRANT CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of this 14th day of June, 2010, by and between China Intelligent Lighting and Electronics, Inc., a Delaware corporation (the “Company”), and WestPark Capital Financial Services, LLC (“WCFS”).
Factory Premise Lease AgreementFactory Premise Lease Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
After the friendly consultation between the parties, Party A wishes to lease the factory located at No.29 & 31 Huanzhen West Road, Shuikou Town, Huizhou City to Party B. The parties hereby agree upon the following terms:
SECURITY AGREEMENTSecurity Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks • Delaware
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of January 14, 2010, by and between by and between Li Xuemei, an individual with identification number 330727196412260928 (the “Grantor”) and Hyundai Light and Electronic (Huizhou) Co., Ltd., a company organized under the laws of the PRC (the “Hyundai Light”), and China Intelligent Electronic Holding Limited, a British Virgin Islands corporation (“China Intelligent,” and collectively with Hyundai Light, the “Secured Parties”). Capitalized terms not defined herein shall have the meanings as provided in the Indemnification Agreement, as defined below.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
Form of Guangdong Province Labor Contract Produced by Guangdong Labor and Social Security DepartmentSRKP 22 Inc • January 19th, 2010 • 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.
Party A and Party B signed this contract in accordance to the relevant state and municipal laws and regulations.SRKP 22 Inc • January 19th, 2010 • Blank checks
LOCK-UP AGREEMENTLock-Up Agreement • May 6th, 2010 • China Intelligent Lighting & Electronics, Inc. • Electric lighting & wiring equipment
LOCK-UP AGREEMENTLock-Up Agreement • June 7th, 2010 • China Intelligent Lighting & Electronics, Inc. • Electric lighting & wiring equipment
AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
This AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of November 25, 2009 (this "Amendment"), is entered into by and among SRKP 22, Inc., a Delaware corporation (the “Company”), China Intelligent Electronic Holding Limited, a British Virgin Islands corporation (“China Intelligent”), and Li Xuemei, the sole shareholder of China Intelligent (the “Shareholder”). The Company, China Intelligent and the Shareholder 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).
