SHARE AND WARRANT CANCELLATION AGREEMENT
THIS
SHARE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”) is made
and entered into as of this 12th day of November, 2010, by and between SRKP 23,
Inc., a Delaware corporation (“SRKP 23”), and the
stockholders of SRKP 23, 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).
RECITALS
WHEREAS,
as of the date hereof, SRKP 23 entered into a Share Exchange Agreement (the
“Exchange
Agreement”) with Weixin International Co., Limited, a company organized
under the laws of the British Virgin Islands (“Weixin BVI”); Wei Xin
Holding Group Limited, a company organized under the laws of Hong Kong and a
wholly-owned subsidiary of Weixin BVI (“Weixin HK”); Gangzhou
Kelida Intelligent Equipment Co., Ltd., a company organized under the laws of
the People’s Republic of China and a wholly-owned subsidiary of Weixin HK
(“Kelida”);
Zhaoqing Hua Su Plastic Trading Company (“Hua Su”), Zhaoqing
Xxxxxx Xx Resources Recycle Co., Ltd. (“Xxxxxx Xx”), Zhaoqing
Xin Ye Plastic Co., Ltd. (“Xin Ye”), and
Zhaoqing Xx Xxx Craftwork Co., Ltd. (“Xx Xxx”), each a
company organized under the laws of the People’s Republic of China and a
wholly-owned subsidiary of Kelida; and all of the shareholders of Weixin BVI, a
copy of which is attached hereto as Exhibit
A;
WHEREAS,
pursuant to the terms of the Exchange Agreement, and as a condition to the
completion of the transactions contemplated by the Exchange Agreement, SRKP 23
agreed to enter into an agreement with the Stockholders to cancel (i) an
aggregate of 6,679,899 shares of SRKP 23 common stock held by such Stockholders
(the “Shares”),
as such Shares are more particularly set forth on Schedule I attached
hereto, and (ii) warrants to purchase an aggregate of 7,804,803 shares of SRKP
23 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 23 and the Stockholders, each intending to be legally bound
by this Agreement, hereby agree as follows:
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. On the Closing Date of the Exchange Agreement, the
Shares and the Warrants shall be deemed automatically cancelled. 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 23
reasonably determines necessary to effect the cancellation of the Shares and the
Warrants pursuant to the terms of this Agreement.
1
2. DIVIDENDS; VOTING RIGHTS;
STOCK SPLITS
2.1 Cash Dividends; Voting
Rights. Prior to the Closing of the Exchange Agreement, 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 23 common stock that becomes effective prior to
the Closing of the Exchange Agreement, 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 23:
SRKP 23,
Inc.
0000
Xxxxx Xxxxx Xxxxx, Xxxxx 000
Lauderdale
by the Xxx, XX 00000
Attention:
Xxxxxxx Xxxxxxxxx
Telecopy
No.: (000) 000-0000
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.
2
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 pages]
3
IN WITNESS WHEREOF, the parties have
executed this Share and Warrant Cancellation Agreement as of the day and year
first above written.
SRKP
23, INC.
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By:
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/s/ Xxxxxxx
Xxxxxxxxx
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Name:
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Xxxxxxx
Xxxxxxxxx
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Title:
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President
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STOCKHOLDERS
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|||
/s/ Xxxxxx
Xxxxxxxxxxxx
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/s/ Xxxxxxx Xxxxxxxxxxxx
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Xxxxxx
Xxxxxxxxxxxx
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Xxxxxxx
Xxxxxxxxxxxx
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/s/ Xxxxxx Xxxxxxxxxxxx
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/s/ Xxxxxxx Xxxxxxxxx
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||
The
Xxxxx Xxxxxxxxxxxx Trust dated 2/9/2000
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Xxxxxx
Xxxxxxxxx Trust
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By: Xxxxxx
Xxxxxxxxxxxx
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By: Xxxxxxx
Xxxxxxxxx
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Its: Trustee
|
Its:
Trustee
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/s/ Xxxxxx Xxxxxxxxxxxx
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/s/ Xxxxxxx Xxxxxxxxx
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The
Xxxxx X. Xxxxxxxx Trust dated 2/3/2000
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Xxxxxx
Xxxxxxxxx Trust
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||
By: Xxxxxx
Xxxxxxxxxxxx
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By: Xxxxxxx
Xxxxxxxxx
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||
Its: Trustee
|
Its:
Trustee
|
||
/s/ Xxxxxx Xxxxxx
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/s/ Xxxxx XxXxxxxx
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||
Xxxxxx
Xxxxxx
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Xxxxx
XxXxxxxx
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/s/ Xxxxxxx Xxxxxxxxx
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/s/ Xxxxx Xxxxx
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WestPark
Capital Financial Services, LLC
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Xxxxx
Xxxxx
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By: Xxxxxxx
Xxxxxxxxx
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Its: Chief
Executive Officer
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/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx
Xxxxxxxxx
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Signature
Page to Share and Warrant Cancellation Agreement - Weixin
4
/s/ Xxxxxxxx Xxxxx
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Xxxxxxxx
Xxxxx
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/s/ Xxxx Xxxx
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Zhou
Chen
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/s/ XxxXxx Xxxxx
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XxxXxx
Xxxxx
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Signature
Page to Share and Warrant Cancellation Agreement -
Weixin
5
Acknowledged and Agreed:
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WEIXIN
INTERNATIONAL CO., LIMITED
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By:
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/s/ Xxxxx Xxxxxx
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Name:
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Xxxxx
Xxxxxx
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Title:
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Director
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Signature
Page to Share and Warrant Cancellation Agreement - Weixin
6
Schedule
I
Stockholders
of SRKP 23, Inc.
Stockholder
|
Shares
to be cancelled
per
the terms of this
Agreement
|
Pre-Closing
Shares
|
Post-Closing
Shares
|
|||||||||
1.
|
WestPark
Financial Services, LLC
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
1,813,288 | 2,773,979 | 960,691 | ||||||||
2.
|
Xxxxxxx
Xxxxxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
954,070 | 1,135,420 | 181,350 | ||||||||
3.
|
Xxxxxx
Xxxxxxxxx Trust
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
266,688 | 319,338 | 52,650 | ||||||||
4.
|
Xxxxxx
Xxxxxxxxx Trust
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
266,688 | 319,338 | 52,650 | ||||||||
5.
|
Xxxxxx
Xxxxxxxxxxxx
000
0xx Xxxxxx , Xxx 00X
Xxx
Xxxx, XX 00000
|
840,978 | 1,000,000 | 159,022 | ||||||||
6.
|
The
Xxxxx Xxxxxxxxxxxx Trust dated 2/9/2000
000
0xx Xxxxxx , Xxx 00X
Xxx
Xxxx, XX 00000
|
83,513 | 100,000 | 16,487 | ||||||||
7.
|
The
Xxxxx X. Xxxxxxxx Trust dated 2/3/2000
000
0xx Xxxxxx , Xxx 00X
Xxx
Xxxx, XX 00000
|
83,513 | 100,000 | 16,487 | ||||||||
8.
|
Xxxxxxx
Xxxxxxxxxxxx
c/o
XXXX 23, Inc.
0000
Xxxxx Xxxxx Xxxxx, Xxxxx 000
Lauderdale
by the Xxx, XX 00000
|
592,639 | 709,639 | 117,000 | ||||||||
9.
|
Xxxxxx
Xxxxxx
000
Xxxxxxxxx, Xxxxx 0000
Xxxx
Xxxxx, XX 00000-0000
|
207,424 | 248,374 | 40,950 | ||||||||
10.
|
Xxxxx
XxXxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
207,424 | 248,374 | 40,950 | ||||||||
11.
|
Xxxxx
Xxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
118,528 | 141,928 | 23,400 | ||||||||
12.
|
Xxxxxxxx
Xxxxx
TianLai
17 Block, Xxxxx Xxxxx Golf
Long
Gong District, Shenzhen
People’s
Republic of China
|
415,048 | 496,988 | 81,940 |
7
Stockholder
|
Shares
to be cancelled
per
the terms of this
Agreement
|
Pre-Closing
Shares
|
Post-Closing
Shares
|
||||||||
13.
|
Zhou
Xxxx
XxxxXxx
17 Block, Xxxxx Xxxxx Golf
Long
Gong District, Shenzhen
People’s
Republic of China
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415,049 | 496,988 | 81,939 | |||||||
14.
|
XxxXxx
Xxxxx
TianLai
17 Block, Xxxxx Xxxxx Golf
Long
Gong District, Shenzhen
People’s
Republic of China
|
415,049 |
496,988
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81,939 | |||||||
TOTAL
|
6,679,899 | 8,587,354 | 1,907,455 |
8
Schedule
II
Warrantholders
of SRKP 23, Inc.
Warrantholder
|
Warrants
to be
cancelled
per the terms
of
this Agreement
|
Pre-Closing
Warrants
|
Post-Closing
Warrants
|
||||||||||||
1.
|
WestPark
Financial Services, LLC
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
2,379,849 | 2,773,979 | 394,130 | |||||||||||
2.
|
Xxxxxxx
Xxxxxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
1,061,021 | 1,135,420 | 74,399 | |||||||||||
3.
|
Xxxxxx
Xxxxxxxxx Trust
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
297,738 | 319,338 | 21,600 | |||||||||||
4.
|
Xxxxxx
Xxxxxxxxx Trust
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
297,738 | 319,338 | 21,600 | |||||||||||
5.
|
Xxxxxx
Xxxxxxxxxxxx
000
0xx Xxxxxx , Xxx 00X
Xxx
Xxxx, XX 00000
|
934,760 | 1,000,000 | 65,240 | |||||||||||
6.
|
The
Xxxxx Xxxxxxxxxxxx Trust dated 2/9/2000
000
0xx Xxxxxx , Xxx 00X
Xxx
Xxxx, XX 00000
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93,236 | 100,000 | 6,764 | |||||||||||
7.
|
The
Xxxxx X. Xxxxxxxx Trust dated 2/3/2000
000
0xx Xxxxxx , Xxx 00X
Xxx
Xxxx, XX 00000
|
93,236 | 100,000 | 6,764 | |||||||||||
8.
|
Xxxxxxx
Xxxxxxxxxxxx
c/o
XXXX 23, Inc.
0000
Xxxxx Xxxxx Xxxxx, Xxxxx 000
Lauderdale
by the Xxx, XX 00000
|
661,639 | 709,639 | 48,000 | |||||||||||
9.
|
Xxxxxx
Xxxxxx
000
Xxxxxxxxx, Xxxxx 0000
Xxxx
Xxxxx, XX 00000-0000
|
231,574 | 248,374 | 16,800 | |||||||||||
10.
|
Xxxxx
XxXxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
231,574 | 248,374 | 16,800 | |||||||||||
11.
|
Xxxxx
Xxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
132,328 | 141,928 | 9,600 | |||||||||||
12.
|
Xxxxxxxx
Xxxxx
XxxxXxx
00 Xxxxx, Xxxxx Xxxxx Golf
Long
Gong District, Shenzhen
People’s
Republic of China
|
463,370 | 496,986 | 33,616 |
9
Warrantholder
|
Warrants
to be
cancelled
per the terms
of
this Agreement
|
Pre-Closing
Warrants |
Post-Closing
Warrants
|
||||||||||||
13.
|
Zhou
Xxxx
XxxxXxx
17 Block, Xxxxx Xxxxx Golf
Long
Gong District, Shenzhen
People’s
Republic of China
|
463,370 | 496,986 | 33,616 | |||||||||||
14.
|
XxxXxx
Xxxxx
TianLai
17 Block, Xxxxx Xxxxx Golf
Long
Gong District, Shenzhen
People’s
Republic of China
|
463,370 | 496,986 | 33,616 | |||||||||||
TOTAL
|
7,804,803 | 8,587,348 | 782,545 |
10
Exhibit
A
Share
Exchange Agreement