SHARE AND WARRANT CANCELLATION AGREEMENT
THIS
SHARE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”)
is
made and entered into as of this 25th day of July, 2008 by and between SRKP
19,
Inc., a Delaware corporation (“SRKP
19”)
and
the stockholders of SRKP 19, 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 19, NIVS Holding Company Limited, a British Virgin Islands corporation
("NIVS"),
and
all of the shareholders of NIVS entered into a Share Exchange Agreement,
dated
as of June 27, 2008, as amended on the date hereof (the “Exchange
Agreement”),
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
19
agreed to enter into an agreement with the Stockholders to cancel (i) an
aggregate of 4,756,390 shares of SRKP 19 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 6,149,723 warrants to purchase shares of
SRKP
19 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 19 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 19 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 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
19
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 19:
SRKP
19,
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 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
19, INC.
|
STOCKHOLDERS
|
||
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By:
|
/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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|||
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/s/
Xxxxxx Xxxxxxx
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|||
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Xxxxxx
Xxxxxxx
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|||
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/s/
Xxxxxxx Xxxxxxxxx
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|||
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WestPark
Financial Services, LLC
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|||
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By:
Xxxxxxx Xxxxxxxxx
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|||
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Its:
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|||
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/s/
Xxxxxxx Xxxxxxxxx
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|||
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Xxxxxxx
Xxxxxxxxx
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|||
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/s/
Xxxxxxx Xxxxxxxxxxxx
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|||
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Xxxxxxx
Xxxxxxxxxxxx
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|||
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/s/
Xxxxxxx Xxxxxxxxx
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|||
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Xxxxxx
Xxxxxxxxx Trust
|
|||
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By:
Xxxxxxx Xxxxxxxxx
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|||
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Its:
Trustee
|
|||
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/s/
Xxxxxxx Xxxxxxxxx
|
|||
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Xxxxxx
Xxxxxxxxx Trust
|
|||
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By:
Xxxxxxx Xxxxxxxxx
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|||
|
Its:
Trustee
|
|||
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/s/
Xxxxx XxXxxxxx
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|||
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Xxxxx
XxXxxxxx
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|||
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/s/
Xxxxx Xxxxx
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|||
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Xxxxx
Xxxxx
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4
Schedule
I
Stockholders
of SRKP 19, Inc.
|
Stockholder
|
Shares to be
cancelled per the
terms of this
Agreement
|
Pre-Closing Shares
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Post-Closing Shares
|
||||||
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1.
|
Xxxxxx
Xxxxxxxxxxxx
000
0xx Xxxxxx , Xxx 00X
Xxx
Xxxx, XX 00000
|
804,306
|
1,200,000
|
395,694
|
|||||
|
2.
|
Xxxxxx
Xxxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
166,474
|
248,374
|
81,900
|
|||||
|
3.
|
WestPark
Financial Services, LLC
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
1,859,273
|
2,773,979
|
914,706
|
|||||
|
4.
|
Xxxxxxx
Xxxxxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
761,020
|
1,135,420
|
374,400
|
|||||
|
5.
|
Xxxxxxx
Xxxxxxxxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
475,639
|
709,639
|
234,000
|
|||||
|
6.
|
Xxxxxx
Xxxxxxxxx Trust
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
214,038
|
319,338
|
105,300
|
|||||
|
7.
|
Xxxxxx
Xxxxxxxxx Trust
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
214,038
|
319,338
|
105,300
|
|||||
|
8.
|
Xxxxx
XxXxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
166,474
|
248,374
|
81,900
|
|||||
|
9.
|
Xxxxx
Xxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
95,128
|
141,928
|
46,800
|
|||||
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4,756,390
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7,096,390
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2,340,000
|
5
Schedule
II
Warrantholders
of SRKP 19, Inc.
|
Warrantholder
|
Warrants to be
cancelled per the
terms of this
Agreement
|
Pre-Closing
Warrants
|
Post-Closing
Warrants
|
||||||
|
1.
|
Xxxxxx
Xxxxxxxxxxxx
000
0xx Xxxxxx , Xxx 00X
Xxx
Xxxx, XX 00000
|
1,039,919
|
1,200,000
|
160,081
|
|||||
|
2.
|
Xxxxxx
Xxxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
215,241
|
248,374
|
33,133
|
|||||
|
3.
|
WestPark
Financial Services, LLC
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
2,403,927
|
2,773,979
|
370,052
|
|||||
|
4.
|
Xxxxxxx
Xxxxxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
983,953
|
1,135,420
|
151,467
|
|||||
|
5.
|
Xxxxxxx
Xxxxxxxxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
614,972
|
709,639
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94,667
|
|||||
|
6.
|
Xxxxxx
Xxxxxxxxx Trust
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
276,738
|
319,338
|
42,600
|
|||||
|
7.
|
Xxxxxx
Xxxxxxxxx Trust
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
276,738
|
319,338
|
42,600
|
|||||
|
8.
|
Xxxxx
XxXxxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
215,241
|
248,374
|
33,133
|
|||||
|
9.
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Xxxxx
Xxxxx
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
|
122,994
|
141,928
|
18,934
|
|||||
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6,149,723
|
7,096,390
|
946,667
|
6
Exhibit
A
Share
Exchange Agreement, as amended
