REGISTRATION RIGHTS AGREEMENT
EXHIBIT
10.2
THIS
REGISTRATION RIGHTS AGREEMENT (“Agreement”) made as
of this 9th day of January, 2009, by and among SRKP 18, Inc., a Delaware
corporation (the “Company”); World
Orient Universal Limited, a British Virgin Islands corporation and upon the
Closing Date (as defined below) a 100%-owned subsidiary of the Company ("World Orient"); and
the undersigned (each a “Holder” and together
the “Holders”).
WHEREAS,
the Company, World Orient, and all of the shareholders of World Orient are
parties to a certain Share Exchange Agreement dated as of December 11, 2008 (the
“Exchange
Agreement”), pursuant to which World Orient will become a 100%-owned
subsidiary of the Company and 100% of the outstanding securities of World Orient
will be exchanged for securities in the Company (the “Share
Exchange”);
WHEREAS,
immediately after the effective time of the Share Exchange (the “Closing Date”), the
Company will assume the business and operations of Zhengzhou Shenyang Technology
Company Limited, a company organized under the laws of the People’s Republic of
China and a wholly-owned subsidiary of World Orient (“ZST”);
WHEREAS,
the Company agreed to file, within sixty (60) days after the termination of the
Offering (as defined below) with the U.S. Securities and Exchange Commission
(the “Commission” or “SEC”) a registration
statement (the “Initial Registration
Statement”) covering the resale of shares issued in connection with the
Company’s private offering (the “Offering”) that
closed concurrently with the Share Exchange and covering the resale of shares of
Common Stock held by those persons that are stockholders of the Company
immediately prior to the Closing Date, except for the WestPark Affiliates (as
defined below); and
WHEREAS,
as set forth in Section 9.1 of the Exchange Agreement, and as a condition to the
closing of the Share Exchange, the Company agreed to enter into a registration
rights agreement requiring the Company to file with the Commission, within the
time periods as set forth herein, a registration statement covering the resale
of shares of Common Stock of the Company, as set forth on Schedule I hereof
(the “Shares”),
held by those persons (and/or their designees) that are stockholders of the
Company immediately prior to the Closing Date who are affiliates of WestPark
Capital, Inc. (“WestPark Affiliates”
or “Holders”).
NOW,
THEREFORE, for and in consideration of the promises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:
1
1. Registration
Rights
1.1 Registration
Requirement. Subject to the terms and limitations hereof, the
parties hereto agree and acknowledge that the Company shall prepare and file a
registration statement (the “Registration
Statement”) on Form S-1 or other appropriate registration document under
the Securities Act of 1933, as amended (the “Act”) for resale of
the Shares (the “Registrable
Securities”) and shall use its reasonable best efforts to maintain the
Registration Statement effective for a period of twelve (12) months at the
Company’s expense (the “Effectiveness
Period”). The Company shall file such Registration Statement
no later than the tenth (10th) day
after the end of the six (6) month period that immediately follows the filing
date of the Initial Registration Statement (the “Required Filing
Date”), provided that if such day is not a Business Day, then the
Required Filing Date shall be the next business day thereafter. The
Company shall use reasonable best efforts to cause such Registration Statement
to become effective within one hundred fifty (150) days after the Required
Filing Date or the actual filing date, whichever is earlier, or one hundred
eighty (180) days after the Required Filing Date or the actual filing date,
whichever is earlier, if the Registration Statement is subject to a full review
by the SEC (the “Required Effectiveness
Date”). If the Company fails to file the Registration
Statement by the Required Filing Date or if the Registration Statement does not
become effective on or before the Required Effectiveness Date due to the failure
of the Company to fulfill its obligations hereunder, the Company shall be
required to issue, as liquidated damages, to each of the Holders shares (the
“Penalty
Shares”) equal to one percent (1%) of their respective Shares on a
monthly basis until the Registration Statement is filed with or declared
effective by the Commission, as applicable.
1.2 Limitation to Registration
Requirement. Notwithstanding the foregoing, no Penalty Shares
shall be due to the Holders if the Company is using its best efforts to cause
the Registration Statement to be filed and declared effective in a timely
manner. In addition, the Company shall not be obligated to effect any
registration of the Registrable Securities or take any other action pursuant to
this Section 1: (i) in any particular jurisdiction in which the Company would be
required to execute a general consent to service of process in effecting such
registration, qualification or compliance unless the Company is already subject
to service in such jurisdiction and except as may be required by the Act; or
(ii) during any period in which the Company suspends the rights of a Holder
after giving the Holder written notification of a Potential Material Event
(defined below) pursuant to Section 1.6 hereof.
1.3 Expenses of
Registration. Except as otherwise expressly set forth, the
Company shall bear all expenses incurred by the Company in compliance with the
registration obligation of the Company, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company incurred in connection with any registration,
qualification or compliance pursuant to this Agreement and all underwriting
discounts, selling commissions and expense allowances applicable to the sale of
any securities by the Company for its own account in any
registration. All underwriting discounts, selling commissions and
expense allowances applicable to the sale by a Holder of Registrable Securities
and all fees and disbursements of counsel for a Holder shall be borne by the
Holder.
2
1.4 Indemnification.
(a) To
the extent permitted by law the Company will indemnify each Holder, each of its
officers, directors, agents, employees and partners, and each person controlling
such Holder, with respect to each registration, qualification or compliance
effected pursuant to this Agreement, and each underwriter, if any, and each
person who controls any underwriter, and their respective counsel against all
claims, losses, damages and liabilities (or actions, proceedings or settlements
in respect thereof) arising out of or based on (i) any untrue statement (or
alleged untrue statement) of a material fact contained in any prospectus,
offering circular or other document prepared by the Company (including any
related registration statement, notification or the like) incident to any such
registration, qualification or compliance, or (ii) any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the
Company of the Act or any rule or regulation thereunder applicable to the
Company and relating to action or inaction required of the Company in connection
with any such registration, qualification or compliance, and subject to the
provisions of Section 1.4(c) below, will reimburse each such Holder, each of its
officers, directors, agents, employees and partners, and each person controlling
such Holder, each such underwriter and each person who controls any such
underwriter, for any legal and any other expenses as they are reasonably
incurred in connection with investigating and defending any such claim, loss,
damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement (or alleged untrue statement)
or omission (or alleged omissions) based upon written information furnished to
the Company by (or on behalf of) such Holder or underwriter, or if the person
asserting any such loss, claim, damage or liability (or action or proceeding in
respect thereof) did not receive a copy of an amended preliminary prospectus or
the final prospectus (or the final prospectus as amended and supplemented) at or
before the written confirmation of the sale of such Registrable Securities to
such person because of the failure of the Holder or underwriter to so provide
such amended preliminary or final prospectus (or the final prospectus as amended
and supplemented); provided, however,
that the indemnity agreement contained in this subsection 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 the Holder, any such partner, officer, director,
employee, agent or controlling person of such Holder, or any such underwriter or
any person who controls any such underwriter; provided, however, that the
obligations of the Company hereunder shall be limited to an amount equal to the
portion of net proceeds represented by the Registrable Securities pursuant to
this Agreement.
(b) To
the extent permitted by law, each Holder whose Registrable Securities are
included in any registration, qualification or compliance effected pursuant to
this Agreement will indemnify the Company, and its directors, officers, agents,
employees and each underwriter, if any, of the Company’s securities covered by
such a registration statement, each person who controls the Company or such
underwriter within the meaning of the Act and the rules and regulations
thereunder, each other such Holder and each of their officers, directors,
partners, agents and employees, and each person controlling such
Holder, and their respective counsel against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company and such Holders, directors,
officers, partners, persons, underwriters or control persons for any legal or
any other expenses as they are reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by such Holder; provided, however, that the
obligations of any Holder hereunder shall be limited to an amount equal to the
net proceeds to such Holder from Registrable Securities sold under such
registration statement, prospectus, offering circular or other document as
contemplated herein; provided, further, that the indemnity agreement contained
in this subsection 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 Holder, which consent shall not be unreasonably withheld or
delayed.
3
(c) Each
party entitled to indemnification under this Section (the “Indemnified Party”)
shall give notice to the party required to provide indemnification (the “Indemnifying Party”)
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld or
delayed), and the Indemnified Party may participate in such defense at such
party’s expense; and provided further that if any Indemnified Party reasonably
concludes that there may be one or more legal defenses available to it that are
not available to the Indemnifying Party, or that such claim or litigation
involves or could have an effect on matters beyond the scope of this Agreement,
then the Indemnified Party may retain its own counsel at the expense of the
Indemnifying Party; and provided further that the failure of any Indemnified
Party to give notice as provided herein shall not relieve the Indemnifying Party
of its obligations under this Agreement unless and only to the extent that such
failure to give notice results in material prejudice to the Indemnifying
Party. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. Each Indemnified Party shall furnish such information
regarding itself or the claim in question as an Indemnifying Party may
reasonably request in writing and as shall be reasonably required in connection
with defense of such claim and litigation resulting therefrom.
(d) If
the indemnification provided for in this Section is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with respect to any loss,
liability, claim, damage or expense referred to herein, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party hereunder, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, liability, claim, damage or expense in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and of the Indemnified Party on the other in connection with the statements
or omissions which resulted in such loss, liability, claim, damage or expense as
well as any other relevant equitable considerations. The relative
fault of the Indemnifying Party and of the Indemnified Party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
4
1.5 Transfer or Assignment of
Registration Rights. The Registrable Securities, and any related benefits
to the Holder hereunder may be transferred or assigned by the Holder to a
permitted transferee or assignee, provided that the Company is given written
notice of such transfer or assignment, stating the name and address of said
transferee or assignee and identifying the Registrable Securities with respect
to which such registration rights are being transferred or assigned; provided
further that the transferee or assignee of such Registrable Securities shall be
deemed to have assumed the obligations of the Holder under this Agreement by the
acceptance of such assignment and shall, upon request from the Company, evidence
such assumption by delivery to the Company of a written agreement assuming such
obligations of the Holder.
1.6 Registration
Procedures. In the case of the registration effected by the
Company pursuant to this Agreement, the Company will keep the Holder advised in
writing as to the initiation of each registration and as to the completion
thereof. The Company will:
(a) Prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the provisions of the Act with respect to the
disposition of securities covered by such registration statement;
(b) Respond
as promptly as reasonably practicable to any comments received from the SEC with
respect to a registration statement or any amendment thereto;
(c) Notify
the Holders as promptly as reasonably practicable and (if requested by any such
persons) confirm such notice in writing no later than one trading day following
the day (i) when a prospectus or any prospectus supplement or post-effective
amendment to a registration statement is proposed to be filed and (ii) with
respect to a registration statement or any post-effective amendment, when the
same has become effective;
(d) Furnish
such number of prospectuses and other documents incident thereto, including
supplements and amendments, as the Holders may reasonably request;
(e) Furnish
to the Holders, upon request, a copy of all documents filed with and all
correspondence from or to the SEC in connection with any such registration
statement other than non-substantive cover letters and the like;
(f) Use
its reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a registration
statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment; and
(g) Use
its reasonable best efforts to comply with all applicable rules and regulations
of the SEC.
Notwithstanding
the foregoing, if at any time or from time to time after the date hereof, the
Company notifies the Holders in writing of the existence of an event or
circumstance that is not disclosed in the Registration Statement and that may
have a material effect on the Company or its business (a “Potential Material
Event”), the Holders shall not offer or sell any Registrable Securities,
or engage in any other transaction involving or relating to the Registrable
Securities, from the time of the giving of notice with respect to a Potential
Material Event until the Company notifies the Holders that such Potential
Material Event either has been added to the Registration Statement by amendment
or supplement or no longer constitutes a Potential Material Event; provided, that the
Company may not so suspend the right of Holders for more than one hundred twenty
(120) days in the aggregate.
5
1.7 Statement of Beneficial
Ownership. The Company may require each Holder to furnish to
the Company a certified statement as to the number of shares of Common Stock
beneficially owned, including derivative instruments underlying Common
Stock, by such Holder and the controlling person thereof and any
other such information regarding the Holder, the Registrable Securities held by
the Holder and the intended method of disposition of such securities as shall be
reasonably required with respect to the registration of the Holder’s Registrable
Securities. Each Holder hereby understands and agrees that the
Company may, in its sole discretion, exclude the Holder’s shares of Common Stock
from the Registration Statement in the event that the Holder fails to provide
such information requested by the Company within the time period reasonably
specified by the Company or is required to do so by law or the SEC.
1.8 Compliance. Each
Holder covenants and agrees that he, she or it will comply with the prospectus
delivery requirements of the Act as applicable to such Holder in connection with
sales of Registrable Securities pursuant to the registration statement required
hereunder.
1.9 Piggy-Back
Registrations. If at any time during the Effectiveness Period
there is not an effective registration statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the SEC a
registration statement relating to an offering for its own account or the
account of others under the Act of any of its Common Stock, other than an
offering of securities issued pursuant to a Strategic Issuance (as defined
below) and other than a Form S-4 or Form S-8 registration statement (each as
promulgated under the Act or their then equivalents relating to equity
securities to be issued solely in connection with any business combination
transaction, acquisition of any entity or business or equity securities issuable
in connection with stock option or other employee benefit plans), then the
Company shall send to the Holders (together with any other holders of
its Common Stock possessing “piggyback registration rights” comparable to those
granted to the Holders hereunder (“Rightsholders”))
written notice of such determination and, if within fifteen (15) days after
receipt of such notice, a Holder shall so request in writing, the Company shall
include in such registration statement all or any part of such Registrable
Securities such Holder requests to be registered; provided that the Company
shall not be required to register any Registrable Securities pursuant to this
Section that are eligible for resale pursuant to Rule 144 promulgated under the
Act; and provided further that the Company may, without the consent of the
Holder, withdraw such registration statement before its becoming effective if
the Company or other stockholders have elected to abandon the proposal to
register the securities proposed to be registered thereunder. If the
registration statement is being filed for an underwritten public offering, a
Holder must timely execute and deliver the usual and customary agreement among
the Company, such Holder and the underwriters relating to the
registration. If the registration statement is being filed for an
underwritten offer and sale by the Company of securities for its own account and
the managing underwriters advise the Company in writing that in their opinion
the offering contemplated by the registration statement cannot be successfully
completed if the Company were to also register the Registrable Shares of the
Holders requested to be included in such registration statement, then the
Company will include in the registration: (i) first, any securities the Company
proposes to sell, (ii) second, any securities of any person whose securities are
being registered as a result of the exercise of a demand registration right, and
(iii) third, that portion of the aggregate number of shares being requested for
inclusion in the registration statement by (X) the Holders and (Y) all other
Rightsholders, which in the opinion of such managing underwriters can
successfully be sold, such number of shares to be taken pro rata from the
Rightsholders on the basis of the total number of shares being requested for
inclusion in the registration statement by each Rightsholder. “Strategic Issuance”
shall mean an issuance of securities: (i) in connection with a “corporate
partnering” transaction or a “strategic alliance” (as determined by the Board of
Directors of the Company in good faith); (ii) in connection with any financing
transaction in respect of which the Company is a borrower; or (iii) to a vendor,
lessor, lender, or customer of the Company, or a research, manufacturing or
other commercial collaborator of the Company, in a transaction approved by the
Board of Directors, provided in any case, that such issuance is not being made
primarily for the purpose of avoiding compliance with this
Agreement.
6
2. Miscellaneous
2.1 Any
notice or other communication given hereunder shall be deemed sufficient if in
writing and sent by registered or certified mail, return receipt requested,
addressed to the Company, at Zhengzhou Shenyang Technology Company Limited,
Xxxxxxxx 00, Xxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxxx, People’s Republic of
China, Attention: Xxxxx Xx, with a copy to (which shall
not constitute notice) K&L Gates LLP, 00000 Xxxxx Xxxxxx Xxxx., Xxxxxxx
Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxx X. Xxxxxxx, Esq., and to
the Holders at their respective addresses indicated on the signature page of
this Agreement. Notices shall be deemed to have been given three (3)
business days after the date of mailing, except notices of change of address,
which shall be deemed to have been given when received.
2.2 This
Agreement may only be amended through a written instrument signed by the
Holders, World Orient and the Company.
2.3 This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and to their respective heirs, legal representatives, successors and
assigns. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of any and every
nature among them.
2.4 Notwithstanding
the place where this Agreement may be executed by any of the parties hereto, the
parties expressly agree that all the terms and provisions hereof shall be
construed in accordance with and governed by the laws of the State of
Delaware.
2.5 This
Agreement may be executed in counterparts. Upon the execution and delivery of
this Agreement, this Agreement shall become a binding obligation of the parties
hereto. This Agreement may be executed and delivered by
facsimile.
2.6 The
holding of any provision of this Agreement to be invalid or unenforceable by a
court of competent jurisdiction shall not affect any other provision of this
Agreement, which shall remain in full force and effect.
2.7 It
is agreed that a waiver by either party of a breach of any provision of this
Agreement shall not operate, or be construed, as a waiver of any subsequent
breach by that same party.
2.8 The
parties agree to execute and deliver all such further documents, agreements and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Agreement.
7
2.9 The
Company agrees not to disclose the names, addresses or any other information
about the Holders, except as required by law, provided that the Company may
provide information relating to the Holders as required in any registration
statement under the Act that may be filed by the Company pursuant to the
requirements of this Agreement.
2.10 The
obligation of each Holder hereunder is several and not joint with the
obligations of any other Holders (the “Other Holders”), and
each Holder shall not be responsible in any way for the performance of the
obligations of any Other Holders. Nothing contained herein or in any
other agreement or document delivered at the Closing, and no action taken by a
Holder pursuant hereto, shall be deemed to constitute the Holder and the Other
Holders as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Holder and the Other Holders are in any
way acting in concert with respect to such obligations or the transactions
contemplated by this Agreement. Each Holder shall be entitled to
protect and enforce the Holder’s rights, including without limitation the rights
arising out of this Agreement, and it shall not be necessary for any Other
Holder to be joined as an additional party in any proceeding for such
purpose. The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party. No Holder is
acting as part of a “group” (as that term is used in Section 13(d) of the 0000
Xxx) in negotiating and entering into this Agreement or purchasing the Shares or
acquiring, disposing of or voting any of the underlying shares of Common
Stock. The Company hereby confirms that it understands and agrees
that the Holders are not acting as part of any such group.
[SIGNATURE
PAGE FOLLOWS]
8
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first written above.
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/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx
Xxxxxxxxx
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/s/ Xxxxxxx X.
Xxxxxxxxxxxx
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Xxxxxxx
X. Xxxxxxxxxxxx
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|
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/s/ Xxxxx XxXxxxxx
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|
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Xxxxx
XxXxxxxx
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/s/ Xxxxx Xxxxx
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Xxxxx
Xxxxx
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Xxxxxx
Xxxxxxxxx Trust
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By:
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/s/ Xxxxxxx Xxxxxxxxx
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Name:
Xxxxxxx Xxxxxxxxx
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Title: Trustee
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Xxxxxx
Xxxxxxxxx Trust
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By:
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/s/ Xxxxxxx Xxxxxxxxx
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Name:
Xxxxxxx Xxxxxxxxx
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Title:
Trustee
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WestPark
Financial Services, LLC
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By:
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/s/ Xxxxxxx Xxxxxxxxx
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Name:
Xxxxxxx Rapppaport
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Title:
Chief Executive
Officer
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WORLD
ORIENT UNIVERSAL LIMITED
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||||
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By:
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/s/ Xxxxxxx Xxxxxxxxx
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By:
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/s/ Xxxxx Xx
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Name:
Xxxxx Xx
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||||
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Title:
President
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Title:
President
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9
SCHEDULE
I
HOLDERS
AND REGISTRABLE SECURITIES
|
HOLDER
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NO. OF SHARES
OUTSTANDING
BEING
REGISTERED
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NO. OF SHARES BEING
REGISTERED THAT ARE
ISSUABLE UPON EXERCISE OF
OUTSTANDING WARRANTS
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|||||||
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1.
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Xxxxxxx
Xxxxxxxxx
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470,399 | 67,200 | ||||||
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2.
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Xxxxxxx
X. Xxxxxxxxxxxx
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294,000 | 42,000 | ||||||
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3.
|
Xxxxx
XxXxxxxx
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102,900 | 14,700 | ||||||
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4.
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Xxxxx
Xxxxx
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58,800 | 8,400 | ||||||
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5.
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Xxxxxx
Xxxxxxxxx Trust
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132,300 | 18,900 | ||||||
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6.
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Xxxxxx
Xxxxxxxxx Trust
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132,300 | 18,900 | ||||||
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7.
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WestPark
Financial Services, LLC
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1,149,246 | 164,177 | ||||||
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TOTAL
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2,339,945 | 334,277 | |||||||
10
