SHARE AND WARRANT CANCELLATION AGREEMENT
EXHIBIT
10.3
THIS
SHARE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”) is made
and entered into as of this 9th day of
January 2009 by and between SRKP 18, Inc., a Delaware corporation (“SRKP 18”) and the
stockholders of SRKP 18, 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).
RECITALS
WHEREAS,
SRKP 18, World Orient Universal Limited, a company organized under the laws of
the British Virgin Islands (“World Orient”), and
the shareholders of World Orient (the “World Orient
Shareholders”) entered into a Share Exchange Agreement, dated as of
December 11, 2008 (the “Exchange Agreement”),
a copy of which is attached hereto as Exhibit A, whereupon
SRKP 18 agreed to issue an aggregate of 1,985,000 shares of its common stock to
the World Orient Shareholders in exchange for all of the issued and outstanding
shares of World Orient (the “Share
Exchange”);
WHEREAS,
after the Share Exchange, SRKP 18 agreed to offer Xxxxx Xx, Xx Xxxxx, Xxxxx
Xxxxxxxx, Sun Hui and Xx Xxxxxx (the “ZST Management”) a
thirty (30) day right to purchase up to an aggregate of 12,530,000 shares of our
common stock at a per share purchase price of $0.2806 (the “Purchase
Right”);
WHEREAS,
SRKP 18 agreed to enter into an agreement with the Stockholders to cancel 0.3317
shares of common stock and warrants to purchase 0.5328 shares of common stock
held by each of them for one (1) share of common stock purchased by the ZST
Management pursuant to the Purchase Right;
WHEREAS,
assuming the exercise in full of the Purchase Right, the Stockholders shall
cancel (i) an aggregate of 4,156,390 shares of SRKP 18 common stock held by such
Stockholders (the “Shares”), as such
Shares are more particularly set forth on Schedule I attached
hereto, and (ii) an aggregate of 6,676,390 warrants to purchase shares of SRKP
18 common stock held by such Stockholders (the “Warrants”), as such
Warrants are more particularly set forth on Schedule II attached
hereto; and
WHEREAS,
the Stockholders acknowledge that they would benefit from the completion of the
transactions contemplated by the Exchange Agreement.
NOW,
THEREFORE, for and in consideration of the execution and delivery of the
Exchange Agreement, and the payment of good and valuable consideration pursuant
to the Exchange Agreement, the receipt and sufficiency of which is hereby
acknowledged, SRKP 18 and the Stockholders, each intending to be legally bound
by this Agreement, hereby agree as follows:
1
AGREEMENT
1. DUTIES
1.1 Rights and Obligations of
the Parties. The parties shall be entitled to such rights and
shall perform such duties as set forth herein. In the event that the
terms of this Agreement conflict in any way with the provisions of the Exchange
Agreement, the Exchange Agreement shall control.
1.2 Cancellation of Shares and
Warrants. Upon the exercise of the Purchase Right, for each
one (1) share of common stock purchased by the ZST Management, 0.3317 of the
Shares and 0.5328 of the Warrants shall be deemed automatically cancelled on a
pro rata basis with respect to the Shares and Warrants held by each
Stockholder. The Stockholders agree to execute any and all documents,
including, but not limited to, stock powers for the stock certificates
representing the Shares, as SRKP 18 reasonably determines necessary to effect
the cancellation of the Shares and the Warrants pursuant to the terms of this
Agreement.
2. DIVIDENDS; VOTING RIGHTS;
STOCK SPLITS
2.1 Cash Dividends; Voting
Rights. Prior to the exercise of the Purchase Right, the
Stockholders shall have rights to cash or stock dividends with respect to the
Shares and the Warrants, if any, and have rights to vote their respective
Shares, if any such matter requiring stockholder approval shall
arise.
2.2 Stock Splits; Stock
Dividends. In the event of any stock split or other similar
transaction with respect to SRKP 18 common stock that becomes effective prior to
the exercise of the Purchase Right, the additional shares or warrants issued
with respect to the Shares or the Warrants shall be similarly
cancelled.
3. MISCELLANEOUS
3.1 Transferability. None
of the rights and obligations of the Stockholders hereunder shall be
transferable.
3.2 Notices. Any
notices or other communications required or permitted under this Agreement shall
be in writing and shall be sufficiently given if sent by (i) registered or
certified mail, postage prepaid, addressed as follows, (ii) facsimile to the
facsimile numbers identified below or (iii) overnight courier (such as UPS or
FedEx), addressed as follows:
If to
SRKP 18:
SRKP 18,
Inc.
0000
Xxxxx Xxxxx Xxxxx, Xxxxx 000
Lauderdale
by the Xxx, XX 00000
Attention:
Xxxxxxx Xxxxxxxxx
Telecopy
No.: (000) 000-0000
2
If to the
Stockholders:
to the
address set forth next to the name of each of the Stockholders in Schedule
I.
or such
other person or address as shall be furnished in writing by any of the parties
and any such notice or communication shall be deemed to have been given as of
the date so mailed.
3.3 Construction. The
validity, enforcement and construction of this Agreement shall be governed by
the laws of the State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.
3.4 Binding
Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, legatees, assigns and
transferees, as the case may be.
3.5 Severability. If
any provision or section of this Agreement is determined to be void or otherwise
unenforceable, it shall not affect the validity or enforceability of any other
provisions of this Agreement which shall remain enforceable in accordance with
their terms.
3.6 Interpretation. The
headings and subheadings contained in this Agreement are for reference only and
for the benefit of the parties and shall not be considered in the interpretation
or construction of this Agreement. This Agreement shall be construed
and interpreted without regard to any rule or presumption requiring that it be
construed or interpreted against the party causing it to be
drafted.
3.7 Execution in
Counterparts. This Agreement may be executed in any number of
counterparts (including facsimile counterparts), each of which shall be deemed
to be an original, but all of which together shall constitute one and the same
instrument.
3.8 Amendments. This
Agreement may be amended from time to time but only by written agreement signed
by all of the parties hereto.
3.9 Entire
Agreement. This Agreement
constitutes the entire understanding and agreement of the parties relating to
the subject matter hereof and supersedes any and all prior understandings,
agreements, negotiations and discussions, both written and oral, between the
parties hereto with respect to the subject matter hereof.
[Signatures
appear on following page]
3
IN
WITNESS WHEREOF, the parties have executed this Share and Warrant Cancellation
Agreement as of the day and year first above written.
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SRKP
18, INC.
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STOCKHOLDERS
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By:
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/s/ Xxxxxxx Xxxxxxxxx
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/s/ Xxxxxx Xxxxxxxxxxxx
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Name: Xxxxxxx
Xxxxxxxxx
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Xxxxxx
Xxxxxxxxxxxx
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Title: President
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/s/ Xxxxxx Xxxxxx
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Xxxxxx
Xxxxxx
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/s/ Xxxxxxx Xxxxxxxxx
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WestPark
Financial Services, LLC
By:
Xxxxxxx Xxxxxxxxx
Its:
President
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/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx
Xxxxxxxxx
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/s/ Xxxxxxx Xxxxxxxxxxxx
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Xxxxxxx
Xxxxxxxxxxxx
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/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxx
Xxxxxxxxx Trust
By:
Xxxxxxx Xxxxxxxxx
Its:
Trustee
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/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxx
Xxxxxxxxx Trust
By:
Xxxxxxx Xxxxxxxxx
Its:
Trustee
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/s/ Xxxxx XxXxxxxx
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Xxxxx
XxXxxxxx
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/s/ Xxxxx Xxxxx
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Xxxxx
Xxxxx
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4
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/s/ Xxxxxx Xxxxxxxxxxxx
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The
Xxxxx Xxxxxxxxxxxx Trust dated 2/9/2000
By:
Xxxxxx Xxxxxxxxxxxx
Its:
Trustee
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/s/ Xxxxxx Xxxxxxxxxxxx
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The
Xxxxx X. Xxxxxxxx Trust dated 2/3/2000
By:
Xxxxxx Xxxxxxxxxxxx
Its:
Trustee
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5
Schedule
I
Stockholders
of SRKP 18, Inc.
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Stockholder
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Shares to be
cancelled per the
terms of this
Agreement
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Pre-Purchase Right
Shares
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Post-Purchase Right
Shares
(assuming full exercise
of the Purchase Right)
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1.
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Xxxxxx
Xxxxxxxxxxxx
000
0xx Xxxxxx , Xxx 00X
Xxx
Xxxx, XX 00000
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585,705 | 1,000,000 | 414,295 | |||||||||
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2.
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The
Xxxxx Xxxxxxxxxxxx Trust
000
0xx Xxxxxx , Xxx 00X
Xxx
Xxxx, XX 00000
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58,570 | 100,000 | 41,430 | |||||||||
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3.
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The
Xxxxx X. Xxxxxxxx Trust
000
0xx Xxxxxx , Xxx 00X
Xxx
Xxxx, XX 00000
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58,570 | 100,000 | 41,430 | |||||||||
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4.
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Xxxxxx
Xxxxxx
000
Xxxxxxxxx, Xxxxx 0000
Xxxx
Xxxxx, XX 00000-0000
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145,474 | 248,374 | 102,900 | |||||||||
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5.
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WestPark
Financial Services, LLC
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
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1,624,733 | 2,773,979 | 1,149,246 | |||||||||
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6.
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Xxxxxxx
Xxxxxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
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665,021 | 1,135,420 | 470,399 | |||||||||
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7.
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Xxxxxxx
Xxxxxxxxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
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415,639 | 709,639 | 294,000 | |||||||||
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8.
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Xxxxxx
Xxxxxxxxx Trust
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
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187,038 | 319,338 | 132,300 | |||||||||
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9.
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Xxxxxx
Xxxxxxxxx Trust
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
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187,038 | 319,338 | 132,300 | |||||||||
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10.
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Xxxxx
XxXxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
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145,474 | 248,374 | 102,900 | |||||||||
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11.
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Xxxxx
Xxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
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83,128 | 141,928 | 58,800 | |||||||||
| 4,156,390 | 7,096,390 | 2,940,000 | |||||||||||
6
Schedule
II
Warrantholders
of SRKP 18, Inc.
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Warrantholder
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Warrants to be
cancelled per the
terms of this
Agreement
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Pre-Purchase Right
Warrants
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Post-Purchase Right
Warrants
(assuming full exercise
of the Purchase Right)
|
||||||||||
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1.
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Xxxxxx
Xxxxxxxxxxxx
000
0xx Xxxxxx , Xxx 00X
Xxx
Xxxx, XX 00000
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940,815 | 1,000,000 | 59,185 | |||||||||
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2.
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The
Xxxxx Xxxxxxxxxxxx Trust
000
0xx Xxxxxx , Xxx 00X
Xxx
Xxxx, XX 00000
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94,081 | 100,000 | 5,919 | |||||||||
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3.
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The
Xxxxx X. Xxxxxxxx Trust
000
0xx Xxxxxx , Xxx 00X
Xxx
Xxxx, XX 00000
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94,081 | 100,000 | 5,919 | |||||||||
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4.
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Xxxxxx
Xxxxxx
000
Xxxxxxxxx, Xxxxx 0000
Xxxx
Xxxxx, XX 00000-0000
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233,674 | 248,374 | 14,700 | |||||||||
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5.
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WestPark
Financial Services, LLC
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
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2,609,802 | 2,773,979 | 164,177 | |||||||||
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6.
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Xxxxxxx
Xxxxxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
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1,068,220 | 1,135,420 | 67,200 | |||||||||
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7.
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Xxxxxxx
Xxxxxxxxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
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667,639 | 709,639 | 42,000 | |||||||||
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8.
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Xxxxxx
Xxxxxxxxx Trust
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
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300,438 | 319,338 | 18,900 | |||||||||
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9.
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Xxxxxx
Xxxxxxxxx Trust
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
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300,438 | 319,338 | 18,900 | |||||||||
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10.
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Xxxxx
XxXxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
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233,674 | 248,374 | 14,700 | |||||||||
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11.
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Xxxxx
Xxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
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133,528 | 141,928 | 8,400 | |||||||||
| 6,676,390 | 7,096,390 | 420,000 | |||||||||||
7
Exhibit
A
Share
Exchange Agreement
8
