FORM OF COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 16th, 2008 • SRKP 21 Inc • Delaware
AGREEMENT entered into as of the 11th day of October, 2007, by and between SRKP 21, 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”).
FORM OF COMMON STOCK PURCHASE WARRANT To Purchase [Number of Shares Underlying Warrant] Shares of Common Stock of SRKP 21, Inc.Securities Agreement • January 16th, 2008 • SRKP 21 Inc
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 21, 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 AGREEMENTWarrant Purchase Agreement • January 16th, 2008 • SRKP 21 Inc • Delaware
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) entered into as of the 11th day of October, 2007, by and between SRKP 21, 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 Electric Motor, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2010 • China Electric Motor, Inc. • Motors & generators • California
China Electric Motor, 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”), ________________ 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 ______ 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.
DIRECTOR AGREEMENTDirector Agreement • June 28th, 2010 • China Electric Motor, Inc. • Motors & generators • Delaware
This DIRECTOR AGREEMENT is made as of this ___day of June, 2010 (the "Agreement"), by and between China Electric Motor, Inc., a Delaware corporation (the "Company") and James M. Lee (the “Director”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2009 • China Electric Motor, Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) made as of this 6th day of May, 2009, by and among SRKP 21, Inc., a Delaware corporation (the “Company”); Attainment Holdings Limited, a British Virgin Islands corporation and upon the Closing Date (as defined below) a 100%-owned subsidiary of the Company ("Attainment Holdings"); and the undersigned (each a “Holder” and together the “Holders”).
WARRANT TO PURCHASE COMMON STOCK OF CHINA ELECTRIC MOTOR, INC.Warrant Agreement • January 20th, 2010 • China Electric Motor, Inc. • Motors & generators
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2011 • China Electric Motor, Inc. • Motors & generators • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between China Electric Motor, Inc. (“Company”), a Delaware corporation, and Xiaohui Li (“Employee”), effective on the date indicated below. (Company and Employee are sometimes referred to herein as “Party” or collectively as the “Parties.”)
SUBSCRIPTION AGREEMENTSubscription Agreement • October 14th, 2009 • China Electric Motor, Inc. • Motors & generators • Delaware
This SUBSCRIPTION AGREEMENT (“Subscription Agreement”) made as of this __ day of __________, 2009, by and among China Electric Motor, Inc. (f/k/a SRKP 21, Inc.), a Delaware corporation (the “Company”), Attainment Holdings Limited, a British Virgin Islands corporation and as of the Closing Date (as defined below) a wholly-owned subsidiary of the Company (“Attainment Holdings”); and the undersigned (the “Subscriber”).
DIRECTOR AGREEMENTDirector Agreement • June 28th, 2010 • China Electric Motor, Inc. • Motors & generators • Delaware
This DIRECTOR AGREEMENT is made as of this ___day of June___, 2010 (the "Agreement"), by and between China Electric Motor, Inc., a Delaware corporation (the "Company") and Tony Shen (the “Director”).
REGARDING 100% EQUITY INTERESTS OF SHENZHEN GUOFA OPTOELECTRONICS CO., LTD. EQUITY TRANSFER CONTRACTEquity Transfer Contract • January 25th, 2011 • China Electric Motor, Inc. • Motors & generators
This Equity Transfer Contract (the “Contract”) is entered into by and between the following two parties on January 21, 2011 in Shenzhen.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 12th, 2009 • China Electric Motor, Inc. • Blank checks
AMENDMENT AGREEMENTAmendment Agreement • October 14th, 2009 • China Electric Motor, Inc. • Motors & generators
This AMENDMENT AGREEMENT, dated and effective as of September ___, 2009 (the "Amendment Agreement"), is entered into by and among China Electric Motor, Inc. (formerly known as SRKP 21, Inc., hereinafter referred to as the “Company”), Attainment Holdings Limited, the wholly-owned subsidiary of the Company (“Attainment”), WestPark Capital, Inc. (“WestPark”), and the undersigned security holder of the Company (the “Securityholder”). The Company, Attainment, WestPark and the Securityholder are collectively referred to herein as the “Parties.” Terms not defined in this Amendment Agreement shall have the meanings as set forth in the Agreements (as defined below).
Agreement to Convert Debt into EquityAgreement to Convert Debt Into Equity • February 8th, 2010 • China Electric Motor, Inc. • Motors & generators • Delaware
This Agreement to Convert Debt into Equity (“Agreement”) is made as of February 2, 2010, by and between the China Electric Motor, Inc., a Delaware corporation (the “Company”) and Jianrong Li, an individual (“Ms. Li” and collectively with the Company, the “Parties”).
SHENZHEN REAL ESTATE LEASE AGREEMENTLease Agreement • May 12th, 2009 • China Electric Motor, Inc. • Blank checks
In compliance with “Contract Law of PRC” and “Regulation of Flat Leasing of Shenzhen Municipality”, both Parties through amicable consultation on the basis of party autonomy, equality and good faith, agree on the following terms and conditions as to the tenancy herein:
Ningbo Heng Bang Long Electrical Equipment Co., Ltd.] (as the “Purchaser”) and [Ningbo Bang Shi Da Electrical Equipment Co., Ltd.] (as the “Seller”) and Fan Wenda (as the “Guarantor” of the Seller)Asset and Business Purchase Agreement • November 9th, 2010 • China Electric Motor, Inc. • Motors & generators
LUCK LOYAL INTERNATIONAL INVESTMENT LIMITED (AS TRANSFEREE) AND NEW-METAL (H.K.) TECHNOLOGY LIMITED (AS TRANSFEROR)Supplemental Agreement to Equity Transfer Contract • March 4th, 2011 • China Electric Motor, Inc. • Motors & generators
This Supplemental Agreement to the Equity Transfer Contract (the "Supplemental Agreement") is entered into on March 4, 2011 in Shenzhen in the People's Republic of China (the "PRC") by and between:
SHENZHEN REAL ESTATE LEASE AGREEMENTLease Agreement • November 23rd, 2009 • China Electric Motor, Inc. • Motors & generators
In compliance with “Contract Law of PRC” and “Regulation of Flat Leasing of Shenzhen Municipality”, both Parties through amicable consultation on the basis of party autonomy, equality and good faith, agree on the following terms and conditions as to the tenancy herein:
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • September 2nd, 2010 • China Electric Motor, Inc. • Motors & generators
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into by and between China Electric Motor, Inc. (“Company”), a Delaware corporation, and Shengping Wang (“Employee”), effective as of August 26, 2010. (Company and Employee are sometimes referred to herein as “Party” or collectively as the “Parties.”)
Property Purchase AgreementProperty Purchase Agreement • January 6th, 2011 • China Electric Motor, Inc. • Motors & generators
AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 12th, 2009 • China Electric Motor, Inc. • Blank checks
This AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of May 6, 2009 (this "Amendment"), is entered into by and among SRKP 21, Inc., a Delaware corporation (the “Company”), Attainment Holdings Limited, a British Virgin Islands corporation (“Attainment”), and Excel Profit Global Group Limited, a British Virgin Islands corporation (“EPGG”); and, as to Sections 4.2 and Articles X only, each of the designees listed on Schedule I hereto (the “Designees”). The Company, Attainment and EPGG 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).
LOCK-UP AGREEMENTLock-Up Agreement • January 20th, 2010 • China Electric Motor, Inc. • Motors & generators
AMENDED LOCK-UP AGREEMENTLock-Up Agreement • January 20th, 2010 • China Electric Motor, Inc. • Motors & generators
This AMENDED LOCK-UP AGREEMENT, dated and effective as of January ___, 2010 (the "Amended Agreement"), is entered into by and among China Electric Motor, Inc. (formerly known as SRKP 21, Inc., hereinafter referred to as the “Company”), WestPark Capital, Inc. (“WestPark”), Roth Capital Partners, LLC (“Roth” and together with WestPark, the “Underwriters”), and the undersigned security holder of the Company (the “Securityholder”). The Company, the Underwriters and the Securityholder are collectively referred to herein as the “Parties.” Terms not defined in this Amended Agreement shall have the meanings as set forth in the Agreement (as defined below).
Supplemental Agreement to Property Purchase AgreementProperty Purchase Agreement • February 25th, 2011 • China Electric Motor, Inc. • Motors & generators
The Parties entered into a Property Purchase Agreement on December 31, 2010 in Shenzhen. Through amicable negotiation, the Parties agree on the modification of the Property Purchase Agreement as follows:
SHARE AND WARRANT CANCELLATION AGREEMENTShare and Warrant Cancellation Agreement • May 12th, 2009 • China Electric Motor, Inc. • Blank checks • Delaware
THIS SHARE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of this 6th day of May, 2009 by and between SRKP 21, Inc., a Delaware corporation (“SRKP 21”) and the stockholders of SRKP 21, 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).
Ningbo Heng Bang Long Electrical Equipment Co., Ltd.] (as the “Purchaser”) and [Ningbo Bang Shi Da Electrical Equipment Co., Ltd.] (as the “Seller”) and Fan Wenda (as the “Guarantor” of the Seller)Supplemental Agreement • November 29th, 2010 • China Electric Motor, Inc. • Motors & generators
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • September 2nd, 2010 • China Electric Motor, Inc. • Motors & generators
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into by and between China Electric Motor, Inc. (“Company”), a Delaware corporation, and Xinming Xiao (“Employee”), effective as of August 26, 2010. (Company and Employee are sometimes referred to herein as “Party” or collectively as the “Parties.”)
NOTE ASSUMPTION AGREEMENTNote Assumption Agreement • December 4th, 2009 • China Electric Motor, Inc. • Motors & generators • Delaware
This note assumption agreement (“Agreement”) dated as of November 20, 2009, memorializes the prior agreement by and among China Electric Motor, Inc., a Delaware corporation (“China Electric”), Excel Profit Global Group Ltd., a British Virgin Islands company (“Excel Profit”) and Chen Dong (the “Noteholder”) of China Electric’s assumption of that certain promissory note dated May 6, 2009 signed by Excel Profit in favor of the Noteholder in the principal amount of $335,000 (the “Note”). A copy of the May 6 Note is attached hereto as Exhibits A. Capitalized terms used herein shall have the same meanings as used in the Note.
