AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT
EXHIBIT
2.1(A)
AMENDMENT
NO. 1 TO THE
THIS
AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of
the
October 17, 2006 (this "Amendment"), is by and among SRKP 1, Inc. a Delaware
corporation (the “Company”); KGE Group Limited, a Hong Kong Corporation (the
“Seller”); and Full Art International, Ltd., a Hong Kong company (“Full Art”).
The Company, the Seller and Full Art 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).
W
I T N E
S S E T H:
WHEREAS,
the Parties entered into that certain Share Exchange Agreement dated as of
August 21, 2006 (the “Agreement”);
WHEREAS,
the Parties desire to amend the Agreement by entering into this Amendment;
WHEREAS,
the Company desires to acquire from Seller, and Seller desires to sell to the
Company, the Full Art Shares in exchange (the “Exchange”) for the issuance by
the Company of an aggregate of 43,304,125 shares (the “Company Shares”) of
Company Common Stock to the Seller and its designees on the terms and conditions
set forth the Agreement, as amended by this Amendment;
WHEREAS,
immediately after the Exchange and concurrently with the Closing (as that term
is described below), the Company will issue to certain investors an aggregate
of
2,320,875 shares of Company Common Stock further to the Equity Financing (as
that term is defined herein) so that immediately after the Closing and after
giving effect to the Equity Financing, there will be 50,000,000 shares of stock
outstanding.
WHEREAS,
Section 11.5 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:
A
G R E E
M E N T:
1. Section
1.2 of the Agreement is hereby amended and restated as follows:
1.2 Time
and Place of Closing.
The
closing of the transactions contemplated hereby (the “Closing”) shall take place
at the offices of Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP on or before
October 17, 2006 (the “Closing Date”) at 6:00 p.m. Pacific Time, or at such
place and time as mutually agreed upon by the parties hereto.
2. A
new
Section 3.7 is added to the Agreement in “Article III. Representations And
Warranties Of Full Art”, as follows:
3.7 Conflict
of Interest.
Full
Art acknowledges that it is aware and understands the following facts and
circumstances that may, individually and in the aggregate, create a conflict
of
interest: (i) WestPark Capital, Inc., an NASD member (“WestPark”), is the
placement agent for the Equity Financing and WestPark will be paid a commission
of the gross proceeds from the Equity Financing for its services; (ii) Xxxxxxx
Xxxxxxxxx, who is the founder, Chief Executive President and indirectly holds
a
100% interest in WestPark, is also the President, a Director and controlling
stockholder of the Company who beneficially holds approximately 51% of the
Company’s common stock (prior to the Share Exchange); (iii) Xxxxxxx X.
Xxxxxxxxxxxx, who is the Chief Financial Officer of WestPark, is also the
Secretary, Chief Financial Officer, and a Director; (iv) Xxxxxx Xxxxxxxxxxxx
is
a noteholder of the parent company of WestPark, which entitles her to a 1.5%
interest in the net profits of the parent company of WestPark, and is also
a
controlling stockholder of the Company holding approximately 33.6% of the
Company’s outstanding common stock (prior to the Share Exchange); (v) Xxxxxx
Xxxxxxx is a partner of Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP, which
is providing U.S. legal representation to Full Art and Seller with respect
to
the Exchange, and Xx. Xxxxxxx is also a stockholder of other XXXX xxxxx
companies of which Messrs. Xxxxxxxxx and Pintsopoulos are officers and directors
thereof; and (vi) Xxxxx Xxxxxxx is a stockholder of the Company holding
approximately 7.9% of the outstanding common stock (prior to the Share Exchange)
and Xx. Xxxxxxx is also partner with the law firm of Ropes & Xxxx LLP, which
has conducted affiliated transactions with WestPark in the past (items (i)
through (vi) in this Section are herein referred to as, the “Conflicts of
Interest). Full Art hereby waives each and all of the Conflicts of Interest,
in
addition to any other conflicts of interest that may arise may exist or arise
by
virtue of the Conflicts of Interest and acknowledges that it has carefully
read
this Agreement, that it is consistent with the terms previously negotiated
by
the parties, and understands that it is free at any time to obtain independent
counsel for further guidance.
4. A
new
Section 4.7 is added to the Agreement in “Article IV. Representation And
Warranties Of The Seller”, as follows:
4.7 Conflict
of Interest.
Seller
acknowledges that it is aware and understands the facts and circumstances of
the
Conflicts of Interest, as defined in Section 3.7, that may, individually and
in
the aggregate, create a conflict of interest. Seller hereby waives each and
all
of the Conflicts of Interest, in addition to any other conflicts of interest
that may arise may exist or arise by virtue of the Conflicts of Interest and
acknowledges that it has carefully read this Agreement, that it is consistent
with the terms previously negotiated by the parties, and understands that it
is
free at any time to obtain independent counsel for further guidance.
2
5. Section
7.1 of the Agreement is hereby amended and restated as follows:
7.1 Conditions
Precedent to Closing The
obligations of the Parties under this Agreement shall be and are subject to
fulfillment, prior to or at the Closing, of each of the following
conditions:
(a) That
each
of the representations and warranties of the Parties contained herein shall
be
true and correct at the time of the Closing date as if such representations
and
warranties were made at such time except for changes permitted or contemplated
by this Agreement.
(b) That
the
Parties shall have performed or complied with all agreements, terms and
conditions required by this Agreement to be performed or complied with by them
prior to or at the time of the Closing;
(c) The
Company shall have cancelled 3,125,000 shares of Common Stock owned by the
certain of its shareholders;
(d) That
the
Company shall have engaged a public relations firm prior to Closing that is
mutually acceptable to the Company and Full Art, and
(e) The
Company shall have concluded an equity financing of up to $3,713,400 at the
time
of Closing (the “Equity Financing”).
(f) That
the
Company, immediately after and concurrently with the closing of the Share
Exchange, shall issue 100,000 shares of its common stock and five year warrants
to purchase 232,088 shares of its common stock at a per share exercise price
of
$1.60 for investor relations services (the “IR Securities”).
6. A
new
Section 2.15 is added to the Agreement in “Article
II. Representations And Warranties Of The Company”, as follows:
2.15 Conflict
of Interest.
The
Company acknowledges that it is aware and understands the facts and
circumstances of the Conflicts of Interest, as defined in Section 3.7, that
may,
individually and in the aggregate, create a conflict of interest. The Company
hereby waives each and all of the Conflicts of Interest, in addition to any
other conflicts of interest that may arise may exist or arise by virtue of
the
Conflicts of Interest and acknowledges that it has carefully read this
Agreement, that it is consistent with the terms previously negotiated by the
parties, and understands that it is free at any time to obtain independent
counsel for further guidance.
7. Except
as
amended herein, the Agreement shall remain in full force and
effect.
8. 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 TO FOLLOW]
3
IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment to
the
Share Exchange Agreement as of the date first set forth above.
|
SRKP
1, INC.
|
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| |
|
|
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
|
Name: Xxxxxxx Xxxxxxxxx |
||
| Title: President | ||
|
FULL
ART INTERNATIONAL, LTD.
|
||
| |
|
|
| By: | /s/ Xxx Xxx Yi | |
|
Name: Xxx Xxx Yi |
||
| Title: Chairman and CEO | ||
|
KGE
GROUP LIMITED
|
||
| |
|
|
| By: | /s/ Xxx Xxx Yi | |
|
Name: Xxx Xxx Yi |
||
| Title: Chairman and CEO | ||
4
SCHEDULE
I
|
KGE
Group Limited
|
37,736,452
|
|||
|
Oscar
Partners Ltd.
|
1,484,713
|
|||
|
New
Vigor Investment Ltd.
|
1,299,124
|
|||
|
SuperEminence
Capital Ltd.
|
1,651,743
|
|||
|
Weganza,
Inc.
|
1,132,094
|
|||
|
FirstAlliance
Financial Group, Inc.
|
2,000,000
|
|||
|
Total:
|
5
