AMENDMENT NO. 2 TO THE SHARE EXCHANGE AGREEMENT
Exhibit
2.1(b)
AMENDMENT
NO. 2 TO THE
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 Xx Xxxxxx, 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).
WITNESSETH:
WHEREAS, the Parties entered into that
certain Share Exchange Agreement dated as of October 20, 2009, and as amended on
November 25, 2009 (the “Agreement”);
WHEREAS, the Parties desire to amend the
Agreement by entering into this Amendment;
WHEREAS, the Company desires to acquire
from the Shareholder, and the Shareholder desires to transfer to the Company,
the China Intelligent Shares in exchange (the “Exchange”) for the issuance by the Company of,
as amended by this Amendment, an aggregate of 14,195,496 shares (the
“Company
Shares”) of Company Common
Stock to the Shareholder and/or her designees on the terms and conditions set
forth in the Agreement, as amended by this Amendment;
WHEREAS, after giving effect to the
Exchange, the Share and Warrant Cancellation, and the Equity Financing (if fully
subscribed), there will be approximately 19,787,401 shares of Company Common
Stock issued and outstanding (excluding 1,580,708 warrants);
and
WHEREAS, Section 10.5 of the Agreement
permits the parties to amend the Agreement only by a written instrument executed
by the Parties.
NOW, THEREFORE, for good and valuable
consideration and in consideration of the respective representations,
warranties, covenants and agreements set forth in the Agreement, the parties
hereby agree to amend the Agreement as follows:
AGREEMENT:
1.
The recitals of the Agreement are hereby
amended and restated in their entirety as follows:
WHEREAS, the Shareholder owns all of the
issued and outstanding shares of the capital of China Intelligent (the
“China
Intelligent Shares”) which
is the 100% parent of Hyundai Light & Electric (Huizhou) Company
Limited, a company organized under the laws of the People’s Republic of China
(the “Subsidiary”);
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WHEREAS, the Company desires to acquire
from the Shareholder, and the Shareholder desires to sell to the Company, the
China Intelligent Shares in
exchange for the issuance by the Company of an aggregate of 14,195,496 shares
(the “Company
Shares”) of the Company’s
common stock, $0.0001 par value (“Common
Stock”) to the Shareholder
and/or her designees on the terms and conditions set forth herein (the
“Exchange”);
WHEREAS, after giving effect to the
Exchange, the Share and Warrant Cancellation, and the Equity
Financing (if fully
subscribed as described
herein), there will be approximately
19,787,401 shares of Company Common Stock and
1,580,708 warrants to purchase shares of Company
Common Stock issued and outstanding; and
WHEREAS, the Parties intend, by
executing this Agreement, to implement a “tax-free” contribution and/or reorganization
pursuant to the provisions
of Sections 351 and/or 368(a) of the Internal Revenue Code of 1986, as
amended (the “Code”).
NOW, THEREFORE, in consideration, of the
promises and of the mutual representations, warranties and agreements set forth
herein, the Parties hereto agree as follows:
2.
Section 7.1(e) of the Agreement is hereby amended and
restated in its entirety as follows:
(e) Unless
otherwise waived as a closing condition, that the Company shall have engaged (i)
a public relations firm that is mutually acceptable to the Company and WestPark
and shall, among other things, conduct two (2) non-Exchange related road shows
each year for the two (2) years after the Closing, and (ii) a Company-sponsored
equity research firm that is mutually acceptable to the Company and
WestPark.
3.
Section 9.1 of the Agreement is hereby
amended and restated in its entirety as follows:
9.1. Registration
Rights. The Company shall file, within thirty (30) days after
the final closing of the Equity Financing and at its expense, with the U.S.
Securities and Exchange Commission (the “Commission”) a
registration statement (the “Initial Registration
Statement”) covering the resale of shares of the Company’s common stock
purchased in the Equity Financing. The Company shall file a
registration statement (the “Second Registration
Statement”) to register the shares of the Company’s common stock held by
those persons (and/or their designees) that are shareholders of the Company
immediately prior to the Closing (“Pre-Existing
Shareholders”) within ten (10) days following the end of the six (6)
month period that immediately follows the date on which the Company files the
Initial Registration Statement with the Commission. The Company shall
enter into a Registration Rights Agreement acceptable to the Pre-Existing
Shareholders with respect to rights described in this Section
9.1. In the event the Second Registration Statement is not
timely filed to register the shares held by the Pre-Existing Shareholders, or if
the Second Registration Statement is not timely declared effective by the
Commission, as described in the Registration Rights Agreement, the Company shall
issue to such holders penalty shares (the “Penalty Shares”)
equal to one percent (1%) of the shares on a monthly basis until the Second
Registration Statement is filed with or declared effective by the Commission, as
applicable. However, no Penalty Shares shall be due to the
Pre-Existing Shareholders if the Company is using best efforts to cause the
Second Registration Statement to be filed and declared effective in a timely
manner.
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4.
Item 9.1 of the Disclosure Schedules is
hereby deleted in its entirety.
5.
Schedule I to the Agreement is hereby
amended and restated in its entirety as set forth on Schedule I attached
hereto.
6.
Except as amended herein, the Agreement shall
remain in full force and effect.
7.
This Amendment may be executed in any number
of facsimile counterparts, each of which shall be an original, but which
together constitute one and the same instrument. This Amendment may
be executed and delivered by facsimile.
[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment No. 2 as
of the date first set forth above.
SRKP 22, INC. | ||
By:
|
/s/ Xxxxxxx
Xxxxxxxxx
|
|
Name:
|
Xxxxxxx
Xxxxxxxxx
|
|
Title:
|
President
|
|
CHINA INTELLIGENT
ELECTRONIC
HOLDING LIMITED
|
||
By:
|
/s/ Xx Xxxxxx
|
|
Name:
|
Xx
Xxxxxx
|
|
Title:
|
Director
|
|
XX XXXXXX (THE SHAREHOLDER) | ||
/s/ Xx Xxxxxx |
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SCHEDULE
I
SHAREHOLDERS
AND COMPANY SHARES
Name
|
Number of Company Shares
|
|||
Li
Xxx Xxx
|
7,618,696 | |||
Xxx
Xxx Jing
|
800,000 | |||
Wang
Feng
|
800,000 | |||
Li
Hong Guang
|
850,000 | |||
Xxxx
Xx Yi
|
850,000 | |||
He
Xxxxx Xxxx
|
890,000 | |||
Xxxx
Xxx Bin
|
500,000 | |||
Joyrise
Holdings Limited
|
600,000 | |||
Goldwide
Holdings Limited
|
800,000 | |||
Yan
Bin
|
100,000 | |||
Xxxx
Xxx Hung
|
100,000 | |||
Xxxxx
Xx Lei
|
100,000 | |||
Ye
Xx Xxx
|
100,000 | |||
Yin
Xxx Xxxx
|
50,000 | |||
Xxxxx
Xxx Qing
|
36,800 | |||
Total
|
14,195,496 |
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