SUBSCRIPTION AGREEMENT
This
SUBSCRIPTION AGREEMENT (“Subscription
Agreement”) made as of this ____ day of _______________, 2010, by and
among SRKP 22, Inc., a Delaware corporation (the “Company”), China
Intelligent Electric Company Limited, a British Virgin Islands corporation and
upon the Closing Date (as defined below) a wholly-owned subsidiary of the
Company (“China
Intelligent”); and the undersigned (the “Subscriber”).
WHEREAS,
the Company, China Intelligent, and the shareholder of China Intelligent are
parties to a certain Share Exchange Agreement dated as of October 20, 2009 (the
“Exchange
Agreement”), pursuant to which China Intelligent will become a
wholly-owned subsidiary of the Company and 100% of the outstanding securities of
China Intelligent will be exchanged for securities in the Company (the “Share
Exchange”). Immediately after the effective time of the Share
Exchange (the “Closing
Date”), the Company will assume the business and operations of China
Intelligent.
WHEREAS,
as a condition to the closing of the Share Exchange, the Company intends to
obtain subscriptions for the purchase and sale, in a private placement
transaction (the “Offering”) pursuant
to Regulation D promulgated under the Securities Act of 1933, as amended (the
“Act”), of
shares of common stock (the “Shares”) of the
Company, par value $0.0001 per share (“Common Stock”) on the
terms and conditions hereinafter set forth, and the Subscriber desires to
acquire that number of Shares set forth on the signature page
hereof.
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.
Subscription
Procedure
1.1 Subject
to the terms and conditions hereinafter set forth, the Subscriber hereby
subscribes for and agrees to purchase from the Company such number of Shares as
is set forth upon the signature page hereof at a price of $1.27 per Share (the
“Purchase
Price”). The Company agrees to sell such Shares to the
Subscriber for the Purchase Price, subject to the provisions of Section 1.7,
below.
1.2 The
subscription period will begin as of October 20, 2009 and will terminate at 5:00
PM Eastern Standard Time on February 28, 2010, unless extended for up to an
additional 90 days by the Company, China Intelligent and the Placement Agent (as
defined below) (the “Termination
Date”). The Shares will be offered on a “best efforts” basis
as more particularly set forth in a Confidential Private Placement Memorandum
and any supplements thereto (the “Offering Memorandum”)
which shall supersede in its entirety that Executive Summary dated October 20,
2009. The Offering will take place through an initial closing on the
Closing Date, and there may be one or more subsequent closings of the Offering
thereafter, with the closing applicable to this Agreement being referred to as
the “Closing”. The final Offering Memorandum will be provided to
Subscribers in the Offering no later than one (1) day prior to the applicable
Closing. The consummation of the Offering is subject to the
satisfaction of a number of conditions to be further described in the Offering
Memorandum, one or more of which conditions may not occur.
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1.3 Placement
of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”),
which will receive certain compensation therefore as will be more fully
described in the Offering Memorandum.
1.4 The
Purchase Price will be placed in escrow pursuant to an escrow agreement (the
“Escrow
Agreement”) by and among the Placement Agent, the Company and Xxxxx
Fargo, National Association, as escrow agent (the “Escrow Agent”), and
such escrowed funds shall be transmitted and maintained in compliance with SEC
Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”), as applicable, and shall be paid over to the Company at the
Closing.
1.5 The
certificates for the Common Stock bearing the name of the Subscriber will be
delivered by the Company no later than thirty (30) days following the Closing in
which the Subscriber participates. The Subscriber hereby authorizes
and directs the Company to deliver the securities to be issued to such
Subscriber pursuant to this Subscription Agreement to the residential or
business address indicated in the Investor Questionnaire, as
attached.
1.6 The
Purchase Price for the Shares purchased hereunder shall be paid by certified
check, payable to “Xxxxx Fargo Bank, N.A.”, as escrow agent, or by wire transfer
to the Escrow Agent pursuant to the following instructions:
Xxxxx
Fargo Bank, N.A.
ABA #
000000000
BNF:
Corporate Trust Clearing
A/C#
0000000000
FFC: Esc
A/C #: 23752500 SRKP 00/ Xxxxxxxx Xxxxxxx
Xxxx:
Xxxxx Xxxxx (000)000-0000
1.7 The
Company and/or China Intelligent may, in their sole discretion, reject any
subscription, in whole or in part, or terminate or withdraw the Offering in its
entirety at any time prior to a closing in relation thereto. Neither
the Company nor the Placement Agent shall be required to allocate among
investors on a pro rata basis in the event of an over-subscription.
2.
Representations and
Covenants of Subscriber
2.1 The
Subscriber recognizes that the purchase of Shares involves a high degree of risk
in that (i) the Company will need additional capital to operate its business but
has no assurance of additional necessary capital; (ii) an investment in the
Company is highly speculative and only investors who can afford the loss of
their entire investment should consider investing in the Company and the Shares;
(iii) an investor may not be able to liquidate his or her investment; (iv)
transferability of the securities comprising the Shares is extremely limited;
(v) an investor could sustain the loss of his or her entire investment; and (vi)
the Company is and will be subject to numerous other risks and uncertainties,
including without limitation, significant and material risks relating to the
Company’s business and the business and operations of China Intelligent, and the
industries, markets and geographic regions in which the Company will compete, as
well as risks associated with the Offering, the Share Exchange and the other
transactions contemplated herein, in the Offering Memorandum and in the Exchange
Agreement, all as more fully set forth herein and in the Offering
Memorandum. For the avoidance of doubt, all references to the Company
in this Section
2.1 include the Company’s business and operations after it acquires the
business and operations of China Intelligent through the Share
Exchange.
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2.2 The
Subscriber represents that he or she is an “accredited investor” as such term is
defined in Rule 501 of Regulation D promulgated under the Act, as indicated by
his or her responses to the Investor Questionnaire, the form of which is
attached hereto as Exhibit A, and that
he or she is able to bear the economic risk of an investment in the
Shares. The Subscriber must complete the applicable Investor
Questionnaire to enable the Company and China Intelligent to assess the
Subscriber’s eligibility for the Offering.
2.3 The
Subscriber acknowledges that he or she has prior investment experience,
including without limitation, investment in non-listed and non-registered
securities, or he or she has employed the services of an investment advisor,
attorney or accountant to read all of the documents furnished or made available
by the Company or China Intelligent both to him and to all other prospective
investors in the Shares and to evaluate the merits and risks of such an
investment on his or her behalf, and that he or she recognizes the highly
speculative nature of this investment.
2.4 The
Subscriber acknowledges receipt and careful review of the Offering Memorandum,
this Subscription Agreement, and the attachments hereto and thereto
(collectively, the “Offering Documents”)
and hereby represents that he or she has been furnished or given access by the
Company or China Intelligent during the course of this Offering with or to all
information regarding the Company and China Intelligent and their respective
financial conditions and results of operations which he or she had requested or
desired to know; that all documents which could be reasonably provided have been
made available for his or her inspection and review; that he or she has been
afforded the opportunity to ask questions of and receive answers from duly
authorized representatives of the Company and China Intelligent concerning the
terms and conditions of the Offering, and any additional information which he or
she had requested. The Subscriber further represents and acknowledges
that the Subscriber has not seen or received any advertisement or general
solicitation with respect to the sale of any of the securities of the Company,
including, without limitation, the Shares.
2.5 The
Subscriber acknowledges that this Offering of Shares may involve tax
consequences, and that the contents of the Offering Documents do not contain tax
advice or information. The Subscriber acknowledges that he or she
must retain his or her own professional advisors to evaluate the tax and other
consequences of an investment in the Shares.
2.6 The
Subscriber acknowledges that this Offering of Shares has not been reviewed or
approved by the United States Securities and Exchange Commission (“SEC”) because the
Offering is intended to be a nonpublic offering pursuant to Section 4(2) of the
Act. The Subscriber represents that the Shares are being purchased
for his or her own account, for investment and not for distribution or resale to
others. The Subscriber agrees that he or she will not sell or
otherwise transfer any of the securities comprising the Shares unless they are
registered under the Act or unless an exemption from such registration is
available and, upon the Company’s request, the Company receives an opinion of
counsel reasonably satisfactory to the Company confirming that an exemption from
such registration is available for such sale or transfer.
2.7 The
Subscriber understands that the Shares have not been registered under the Act by
reason of a claimed exemption under the provisions of the Act which depends, in
part, upon his investment intention. The Subscriber realizes that, in
the view of the SEC, a purchase now with the intention to distribute would
represent a purchase with an intention inconsistent with his or her
representation to the Company, and the SEC might regard such a distribution as a
deferred sale to which such exemption is not available.
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2.8 The
Subscriber understands that Rule 144 (the “Rule”) promulgated
under the Act requires, among other conditions, no earlier than twelve months
after the Form 10 information of China Intelligent is filed with the SEC, in
addition to a six month holding period prior to the resale (in limited amounts)
of securities acquired in a non-public offering, such as the Offering, without
having to satisfy the registration requirements under the Act. Except
as specifically set forth in Section 4.1, the
Subscriber understands that the Company makes no representation or warranty
regarding its fulfillment in the future of any reporting requirements under
the Exchange Act, or its dissemination to the public of any current
financial or other information concerning the Company, as is required by Rule
144 as one of the conditions of its availability. The Subscriber
consents that the Company may, if it desires, permit the transfer of the Shares
out of his or her name only when his or her request for transfer is accompanied
by an opinion of counsel reasonably satisfactory to the Company that neither the
sale nor the proposed transfer results in a violation of the Act, any applicable
state “blue sky” laws or any applicable securities laws of any other country,
province or jurisdiction (collectively, “Securities
Laws”). The Subscriber agrees to hold the Company, China
Intelligent and their respective directors, officers and controlling persons and
their respective heirs, representatives, successors and assigns harmless and to
indemnify them against all liabilities, costs and expenses incurred by them as a
result of any misrepresentation made by him contained herein or in the Investor
Questionnaire or any sale or distribution by the undersigned Subscriber in
violation of any Securities Laws.
2.9 The
Subscriber consents to the placement of one or more legends on any certificate
or other document evidencing his or her Shares and the Common Stock included in
the Shares stating that they have not been registered under the Act and are
subject to the terms of this Subscription Agreement, including the lock up
restriction set forth in Section 4.10, and setting forth or referring to the
restrictions on the transferability and sale thereof.
2.10 The
Subscriber understands that the Company and China Intelligent will review this
Subscription Agreement and the Investor Questionnaire and, if the Subscriber is
a natural person, the Company and China Intelligent are hereby given authority
by the undersigned to call his or her bank or place of employment. The
Subscriber further authorizes the Company and China Intelligent to review the
financial standing of the Subscriber; and the Subscriber agrees that the Company
and China Intelligent reserve the unrestricted right to reject or limit any
subscription and to close the offer at any time.
2.11 The
Subscriber hereby represents that the address of Subscriber furnished by him or
her at the end of this Subscription Agreement and in the Investor Questionnaire
is the undersigned’s principal residence if he or she is an individual or its
principal business address if it is a corporation or other entity.
2.12 The
Subscriber acknowledges that if the Subscriber is a Registered Representative of
a Financial Industry Regulatory Authority (“FINRA”) member firm,
he or she must give such firm the notice required by the FINRA Conduct Rules, or
any applicable successor rules of the FINRA, receipt of which must be
acknowledged by such firm on the signature page hereof. The
Subscriber shall also notify the Company if the Subscriber or any affiliate of
Subscriber is a registered broker-dealer with the SEC, in which case the
Subscriber represents that the Subscriber is purchasing the Shares in the
ordinary course of business and, at the time of purchase of the Shares, has no
agreements or understandings, directly or indirectly, with any person to
distribute the Shares or any portion thereof.
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2.13 The
Subscriber hereby represents that, except as set forth in the Offering
Documents, no representations or warranties have been made to the Subscriber by
either the Company or China Intelligent or their agents, employees or affiliates
and in entering into this transaction, the Subscriber is not relying on any
information, other than that contained in the Offering Documents and the results
of independent investigation by the Subscriber.
2.14 The
Subscriber agrees that he or she will purchase securities in the Offering only
if his or her intent at such time is to make such purchase for investment
purposes and not with a view toward resale.
2.15 If
the undersigned Subscriber is a partnership, corporation, trust or other entity,
such partnership, corporation, trust or other entity further represents and
warrants that: (i) it was not formed for the purpose of investing in
the Company; (ii) it is authorized and otherwise duly qualified to purchase and
hold the Shares; and (iii) that this Subscription Agreement has been duly and
validly authorized, executed and delivered and constitutes the legal, binding
and enforceable obligation of the undersigned.
2.16 If
the Subscriber is not a United States person, such Subscriber hereby represents
that it has satisfied itself as to the full observance of the laws of its
jurisdiction in connection with any invitation to subscribe for the Shares or
any use of this Subscription Agreement, including (i) the legal requirements
within its jurisdiction for the purchase of the Shares, (ii) any foreign
exchange restrictions applicable to such purchase, (iii) any governmental or
other consents that may need to be obtained, and (iv) the income tax and other
tax consequences, if any, that may be relevant to the purchase, holding,
redemption, sale or transfer of the Shares. Such Subscriber’s
subscription and payment for, and his or her continued beneficial ownership of
the Shares, will not violate any applicable securities or other laws of the
Subscriber’s jurisdiction.
2.17 The
undersigned hereby covenants and agrees that neither it nor any of its
affiliates has or will have an open position (e.g., short sale) in the Common
Stock prior to the Registration Statement (as defined below) being declared
effective by the SEC with the intent of covering such open position with Common
Stock being registered in the Registration Statement. The undersigned
hereby acknowledges and understands that the SEC has taken the position that
such an open position would constitute a violation of Section 5 of the
Act.
2.18 The
Subscriber acknowledges that (i) the Offering Memorandum contains material,
non-public information concerning the Company within the meaning of Regulation
FD promulgated by the SEC, and (ii) the Subscriber is obtaining such material,
non-public information solely for the purpose of considering whether to purchase
the Shares pursuant to a private placement that is exempt from registration
under the Act. In accordance with Regulation FD and other applicable
provisions of the Securities Laws, the Subscriber agrees to keep such
information confidential and not to disclose it to any other person or entity
except the Subscriber’s legal counsel, other advisors and other representatives
who have agreed (i) to keep such information confidential, (ii) to use such
information only for the purpose set forth above, and (iii) to comply with
applicable securities laws with respect to such information. In
addition, the Subscriber further acknowledges that the Subscriber and such legal
counsel, other advisors and other representatives are prohibited from trading in
the Company’s securities while in possession of material, non-public information
and agrees to refrain from purchasing or selling securities of the Company until
such material, non-public information has been publicly disseminated by the
Company. The Subscriber agrees to indemnify and hold harmless the
Company, China Intelligent and their respective officers, directors, employees
and affiliates and each other person, if any, who controls any of the foregoing,
against any loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon any false
representation or warranty by the Subscriber, or the Subscriber’s breach of, or
failure to comply with, any covenant or agreement made by the Subscriber herein
or in any other document furnished by the Subscriber to the Company, China
Intelligent or their respective officers, directors, employees or affiliates or
each other person, if any, who controls any of the foregoing in connection with
this transaction.
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2.19 The
Subscriber understands and acknowledges that (i) the Shares are being
offered and sold to Subscriber without registration under the Act in a private
placement that is exempt from the registration provisions of the Act under
Section 4(2) of the Act and (ii) the availability of such exemption depends
in part on, and that the Company will rely upon the accuracy and truthfulness
of, the foregoing representations, and such Subscriber hereby consents to such
reliance.
2.20 The
Subscriber understands and acknowledges that he, she or it will at all times be
in compliance with any and all state and federal securities and other laws,
statutes and regulations regarding his, her or its ownership and/or any sale,
transfer or hypothecation of the Shares or shares of the Company’s Common Stock
including but not limited to those rules and regulations promulgated by the SEC,
FINRA and any exchange on which the Company’s Common Stock is listed, and those
of federal and state governments and other agencies such as improper short
selling of the Company’s Common Stock and failure to properly file all documents
required by the SEC or otherwise.
3.
Representations
by the Company and China Intelligent
Except as set forth in the reports filed by the Company pursuant to the
Securities Exchange Act of 1934, as amended (the “SEC Reports”), each
of the Company and, as applicable, China Intelligent severally represent and
warrant to the Subscriber that:
3.1 Organization and
Authority. The Company and China Intelligent, and each of
their respective subsidiaries, (i) is a corporation and company, respectively,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation and formation, respectively, (ii) has all requisite corporate
power and company power, respectively, and authority to own, lease and operate
its properties and to carry on its business as presently conducted, and (iii)
has all requisite corporate power and company power, respectively, and authority
to execute, deliver and perform their obligations under this Subscription
Agreement and the Offering Documents being executed and delivered by it in
connection herewith, and to consummate the transactions contemplated hereby and
thereby.
3.2 Qualifications. Each
of the Company and China Intelligent, and each of their respective subsidiaries,
is duly qualified to do business as a foreign corporation and foreign company,
respectively, and is in good standing in all jurisdictions where such
qualification is necessary and where failure so to qualify could have a material
adverse effect on the business, properties, operations, condition (financial or
other), results of operations or prospects of the Company and its subsidiaries
(after the effective time of the Share Exchange), taken as a
whole.
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3.3 Capitalization of the
Company. Immediately after the effective time of the Share
Exchange (but before any Closing of this Offering), the authorized
capital stock the capitalization of the Company will consist of 100,000,000
shares of Common Stock, $0.0001 par value per share and 10,000,000
shares of “blank check” Preferred Stock, par value $0.0001 per
share. Of the authorized capital stock of the Company, immediately
after the effective time of the Share Exchange, and including the Shares of
Common Stock issued in the Offering assuming it is fully subscribed at such
effective time, there will be outstanding 20,000,000 shares of Common Stock and
516,000 warrants to purchase shares of Common Stock, and no options to purchase
shares of Common Stock. Except as disclosed in the SEC Reports or the
Offering Documents, there are no additional outstanding options, warrants,
script rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or
exchangeable for, or giving any person any right to subscribe for or acquire
from the Company, any shares of Common Stock, or contracts, commitments,
understandings or arrangements by which the Company or any subsidiary is or may
become bound to issue additional shares of Common Stock, or securities or rights
convertible or exchangeable into shares of Common Stock. Except as described in
the Offering Documents, the issuance and sale of the Shares will not obligate
the Company to issue shares of Common Stock or other securities to any person
(other than the Subscribers) and will not result in a right of any holder of
Company securities to adjust the exercise, conversion, exchange or reset price
under such securities. The shares of the Company’s capital stock
outstanding immediately after the effective time of the Share Exchange (but
before the closing of the Offering) are or will be duly authorized and validly
issued and are or will be fully paid and nonassessable. None of the
outstanding shares of Common Stock or options, warrants, or rights or other
securities entitling the holders to acquire Common Stock has been issued in
violation of the preemptive rights of any security holder of the
Company. No holder of any of the Company’s securities has any rights,
“demand,” “piggy-back” or otherwise, to have such securities registered by
reason of the intention to file, filing or effectiveness of the Registration
Statement (as defined below), except as contemplated by the Exchange Agreement.
The Shares to be issued to the Subscriber have been duly authorized, and when
issued and paid for in accordance with this Subscription Agreement, the Common
Stock will be duly and validly issued, fully paid and non-assessable will be
duly and validly issued, fully paid and non-assessable.
3.4 Authorization. The
Offering Documents have been duly and validly authorized by the Company and
China Intelligent. This Subscription Agreement, assuming due
execution and delivery by the Subscriber, when the Subscription Agreement is
executed and delivered by the Company, will be, valid and binding obligations of
the Company, enforceable in accordance with their respective terms, except as
the enforceability hereof and thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting creditors’ rights generally and general principles of
equity, regardless of whether enforcement is considered in a proceeding in
equity or at law.
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3.5 Non-Contravention. The
execution and delivery of the Offering Documents by the Company and China
Intelligent, the issuance of the Shares as contemplated by the Offering
Documents and the completion by the Company and China Intelligent of the other
transactions contemplated by the Offering Documents do not and will not, with or
without the giving of notice or the lapse of time, or both, (i) result in any
violation of any provision of the articles of incorporation or by-laws or
similar instruments of the Company or China Intelligent or their respective
subsidiaries, (ii) conflict with or result in a breach by the Company or China
Intelligent or their respective subsidiaries of any of the terms or provisions
of, or constitute a default under, or result in the modification of, or result
in the creation or imposition of any lien, security interest, charge or
encumbrance upon any of the properties or assets of the Company or China
Intelligent or their respective subsidiaries, pursuant to any agreements,
instruments or documents filed as exhibits to the SEC Reports or any indenture,
mortgage, deed of trust or other agreement or instrument to which China
Intelligent or any of its subsidiaries is a party or by which China Intelligent
or any of its subsidiaries or any of its properties or assets are bound or
affected, in any such case which would have a material adverse effect on the
business, properties, operations, condition (financial or other), results of
operations or prospects of the Company and China Intelligent and their
respective subsidiaries, taken as a whole, or the validity or enforceability of,
or the ability of the Company or China Intelligent to perform their obligations
under, the Offering Documents, (iii) violate or contravene any applicable law,
rule or regulation or any applicable decree, judgment or order of any court,
United States federal or state regulatory body, administrative agency or other
governmental body having jurisdiction over China Intelligent or any of its
subsidiaries or any of its respective properties or assets that would have a
material adverse effect on the business, properties, operations, condition
(financial or other), results of operations or prospects of the Company and its
subsidiaries (after the effective time of the Share Exchange), taken as a whole,
or the validity or enforceability of, or the ability of the Company or China
Intelligent to perform its obligations under, the Offering Documents, or (iv)
have any material adverse effect on any permit, certification, registration,
approval, consent, license or franchise necessary for the Company or its
subsidiaries (after the effective time of the Share Exchange) to own or lease
and operate any of its properties and to conduct any of its business or the
ability of the Company or its subsidiaries to make use thereof.
3.6 Information
Provided. The Company hereby represents and warrants to the
Subscriber that the information set forth in the Offering Memorandum, Offering
Documents and the SEC Reports as provided by the Company (or the Company’s
authorized representatives) to the Subscriber in connection with the
transactions contemplated by this Subscription Agreement, does not contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they are made, not misleading, it being understood that for purposes of
this Section 3.6, any statement contained in such information shall be deemed to
be modified or superseded for purposes of this Section 3.6 to the
extent that a statement in any document included in such information which was
prepared and furnished to the Subscriber on a later date or filed with the SEC
on a later date modifies or replaces such statement, whether or not such later
prepared and furnished or filed statement so states. China
Intelligent hereby represents and warrants to the Subscriber that the
information set forth in the Offering Memorandum and Offering Documents as
provided by China Intelligent (or China Intelligent’s authorized
representatives) to the Subscriber in connection with the transactions
contemplated by this Subscription Agreement, does not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they are made, not misleading.
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3.7 Absence of Certain
Proceedings. Except as disclosed in the SEC Reports, neither
the Company nor China Intelligent is aware of any action, suit, proceeding,
inquiry or investigation before or by any court, public board or body, or
governmental agency pending or threatened against or affecting the Company or
China Intelligent or any of their respective subsidiaries, in any such case
wherein an unfavorable decision, ruling or finding would have a material adverse
effect on the business, properties, operations, condition (financial or other),
results of operations or prospects of the Company or China Intelligent, or the
transactions contemplated by the Offering Documents or which could adversely
affect the validity or enforceability of, or the authority or ability of the
Company or China Intelligent to perform its obligations under, the Offering
Documents; and to the Company’s and China Intelligent’s knowledge there is not
pending or contemplated any, and there has been no, investigation by the SEC
involving the Company or China Intelligent or any of their current or former
directors or officers.
3.8 Compliance with
Law. Neither the Company nor China Intelligent nor any of
their respective subsidiaries is in violation of or has any liability under any
statute, law, rule, regulation, ordinance, decision or order of any governmental
agency or body or any court, domestic or foreign, except where such violation or
liability would not individually or in the aggregate have a material adverse
effect on the business, properties, operations, condition (financial or other),
results of operations or prospects of the Company and its subsidiaries (after
the effective time of the Share Exchange), taken as a whole; and to the
knowledge of the Company and China Intelligent there is no pending investigation
that would reasonably be expected to lead to such a claim.
3.9 Tax
Matters. The Company and China Intelligent and each of their
respective subsidiaries has filed all federal, state and local income and
franchise tax returns required to be filed and has paid all taxes shown by such
returns to be due, and no tax deficiency has been determined adversely to the
Company or China Intelligent or any of their respective subsidiaries which has
had (nor does the Company or China Intelligent or any of their respective
subsidiaries have any knowledge of any tax deficiency which, if determined
adversely to the Company or China Intelligent or any of their respective
subsidiaries, might have) a material adverse effect on the business, properties,
operations, condition (financial or other), results of operations, or prospects
of the Company or any of its subsidiaries (after the effective time of the Share
Exchange), taken as a whole.
4.
Registration
Rights
4.1 Registration
Requirement. Subject to the terms and limitations hereof, the
Company shall file a registration statement on Form S-1 or other appropriate
registration document under the Act (the “Registration
Statement”) for resale of the Shares and all shares held by the
stockholders of the Company immediately prior to the Closing Date except those
shares held by affiliates of WestPark Capital, Inc. (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 thirty (30) days after the final Closing of the Offering (the
“Registration Filing
Date”), and shall use reasonable best efforts to cause such Registration
Statement to become effective within one hundred and fifty (150) days after the
Registration Filing Date, or one hundred eighty (180) days after the
Registration Filing Date if the Registration Statement is subject to a full
review by the SEC.
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4.2 Limitation to Registration
Requirement. Notwithstanding the foregoing, the Company shall
not be obligated to effect any registration of the Registrable Securities or
take any other action pursuant to this Section 4: (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 subscriber after giving the
Subscriber written notification of a Potential Material Event (defined below)
pursuant to Section
4.6 hereof.
4.3 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 Subscription 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 Subscriber of Registrable
Securities and all fees and disbursements of counsel for the Subscriber shall be
borne by the Subscriber.
4.4 Indemnification.
(a) To
the extent permitted by law the Company will indemnify each Subscriber, each of
its officers, directors, agents, employees and partners, and each person
controlling such Subscriber, 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 4.4(c) below,
will reimburse each such Subscriber, each of its officers, directors, agents,
employees and partners, and each person controlling such Subscriber, 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 Subscriber 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 Subscriber 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 Subscriber, any such partner, officer, director, employee, agent or
controlling person of such Subscriber, 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 Subscription
Agreement.
10
(b) To
the extent permitted by law, each Subscriber whose Registrable Securities are
included in any registration, qualification or compliance effected pursuant to
this Subscription 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 Subscriber and each of their officers,
directors, partners, agents and employees, and each person
controlling such Subscriber, 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 Subscribers,
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 Subscriber; provided, however, that the
obligations of any Subscriber hereunder shall be limited to an amount equal to
the net proceeds to such Subscriber 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 Subscriber, which consent shall not be unreasonably withheld
or delayed.
(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), 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.
11
(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.
4.5 Transfer or Assignment of
Registration Rights. Subject to Section 4.10 of this Agreement, the
Registrable Securities, and any related benefits to the Subscriber hereunder may
be transferred or assigned by the Subscriber to a permitted transferee or
assignee, as reasonably determined by the Company, 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
Subscriber under this Subscription 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
Subscriber.
4.6 Registration
Procedures. In the case of the registration effected by the
Company pursuant to this Subscription Agreement, the Company will keep the
Subscriber 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;
12
(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 Subscriber as promptly as reasonably practicable and (if requested by any
such person) confirm such notice in writing no later than one trading day
following the day (A) when a prospectus or any prospectus supplement or
post-effective amendment to a registration statement is proposed to be filed and
(B) 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 Subscriber may reasonably
request;
(e) Furnish
to the Subscriber, 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 Subscriber 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 Subscriber 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 Subscriber 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 Subscriber for more than 120 days in
the aggregate.
4.7 Statement of Beneficial
Ownership. The Company may require the Subscriber to furnish
to the Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Subscriber and the controlling person thereof and any
other such information regarding the Subscriber, the Registrable Securities held
by the Subscriber and the intended method of disposition of such securities as
shall be reasonably required with respect to the registration of the
Subscriber’s Registrable Securities. The Subscriber hereby
understands and agrees that the Company may, in its sole discretion, exclude the
Subscriber’s shares of Common Stock from the Registration Statement in the event
that the Subscriber 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.
13
4.8 Compliance. Subscriber
covenants and agrees that if the Shares are sold under a registration statement,
that the Shares will only be disposed of pursuant to an effective
statement under, and in compliance with the requirements of, the Act,
including in accordance with the plan of distribution set forth in the
registration statement and in compliance with the prospectus delivery
requirements of the Act as applicable to such Subscriber in connection with
sales of Registrable Securities pursuant to the registration statement required
hereunder. Subscriber understands and acknowledges that the Company
and the Company’s counsel may rely on the statements and covenants made in this
Section for purposes of providing a legal opinion to the transfer agent for
removal of a restrictive legend under the Act.
4.9 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 Subscriber (together with any other holders
of its Common Stock possessing “piggyback registration rights” comparable to
those granted to the Subscriber hereunder (“Rightsholders”))
written notice of such determination and, if within fifteen (15) days after
receipt of such notice, the Subscriber shall so request in writing, the Company
shall include in such registration statement all or any part of such Registrable
Securities such Subscriber 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
Subscriber, 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, the
Subscriber must timely execute and deliver the usual and customary agreement
among the Company, such Subscriber and the underwriters relating to the
registration including a lock-up agreement if requested by the underwriters with
respect to any shares of Common Stock not included in the registration, on terms
no less favorable than those agreed to by the Company, its directors and its
officers. 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
Subscriber 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 Subscriber 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 Subscription
Agreement.
14
4.10 “Lock-Up”
Agreement.
(a) The
Subscriber agrees that it, he or she shall not, directly or indirectly sell,
assign, exchange, distribute, offer to sell, contract to sell (including,
without limitation, any short sale), hypothecate, pledge, grant any option to
purchase or otherwise transfer or dispose of any Shares of the Company held by
it, him or her and purchased further to this Subscription Agreement, at any time
from the date hereof except as provided below (the “Lock-Up
Restrictions”).
(b) If
the aggregate dollar amount of shares sold in the underwritten public offering,
including the dollar amount of shares sold in any over-allotment options
exercised in connection therewith (the “Public Offering”),
that the Company intends to conduct in connection with its application for
listing or quotation of the Company's Common Stock on either the New York Stock
Exchange, NYSE Amex, NASDAQ Global Market, NASDAQ Capital Market or the OTC
Bulletin Board (the “Listing”) is in an
amount that is equal to or greater than $10 million, the Lock-Up Restrictions
shall be released in full on the date that is six (6) months from the date of
such Listing (the “Listing
Date”).
(c) If
the aggregate dollar amount of shares sold by the Company in the Public Offering
is less than $10 million, one-tenth (1/10) of the Shares acquired hereunder
shall be automatically released from the Lock-Up Restrictions on the date that
is ninety (90) days after the Listing Date (the “Initial Release
Date”) and thereafter the Shares will be released every thirty (30) days
after the Initial Release Date on a pro rata basis over the next nine (9)
months.
(d) Notwithstanding
anything in this Section 4.10, there shall be no release from the Lock-Up
Restrictions, in any event, until and unless the Subscriber provides written
confirmation (the “Confirmation”) to
WestPark and the Company that he, she or it is and has at all times been in
compliance with the provisions of Section 2.20 herein, it being understood and
agreed that the failure to provide such written confirmation shall be sufficient
grounds to allow WestPark to decline, in its sole discretion, to allow the
automatic release of such Shares until the expiration in totality of the
referenced Lock-Up Restrictions.
(e) WestPark
Capital, Inc., in its discretion, may release some or all the Shares earlier
than the schedule set forth in this section provided however that any such
earlier release shall be made pro rata with respect to all shares sold in the
Offering. In order to enforce the foregoing covenant, the Company may
impose stop-transfer instructions with respect to and place restrictive legends
(the “Lock-Up
Legend”) with the Company’s transfer agent on the certificates evidencing
the Shares of the Company, and the Subscriber agrees to further execute a
lock-up agreement which encompasses the terms of this Section 4.10, in
substantially the form attached hereto as Exhibit B, the
Lock-Up Legend being set forth and defined in such agreement.
5.
Miscellaneous
5.1 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 China Intelligent Electric Company
Limited, c/o Hyundai Light & Electric (Huizhou) Company Limited., Xx. 00
& 00, Xxxxxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxx, China, Attention: Xx.
Xxx Xiangying, 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 Subscriber at his address indicated on the signature
page of this Subscription 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.
15
5.2 This
Subscription Agreement may be amended through a written instrument signed by the
Subscriber, China Intelligent and the Company; provided, however, that the terms
of Section 4 of this Subscription Agreement may be amended without the consent
or approval of the Subscriber so long as such amendment applies in the same
fashion to the subscription agreements of all of the other subscribers for
Shares in the Offering and at least holders of a majority of the Shares sold in
the Offering have given their approval of such amendment, which approval shall
be binding on all holders of Shares.
5.3 This
Subscription 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 Subscription 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.
5.4 Notwithstanding
the place where this Subscription 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.
5.5 This
Subscription Agreement may be executed in counterparts. It shall not
be binding upon the Company and China Intelligent unless and until it is
accepted by the Company and China Intelligent. Upon the execution and
delivery of this Subscription Agreement by the Subscriber, this Subscription
Agreement shall become a binding obligation of the Subscriber with respect to
the purchase of Shares as herein provided; subject, however, to the right hereby
reserved to the Company to enter into the same agreements with other subscribers
and to add and/or to delete other persons as subscribers. This
Agreement may be executed and delivered by facsimile.
5.6 The
holding of any provision of this Subscription Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Subscription Agreement, which shall remain in full force and
effect.
5.7 It
is agreed that a waiver by either party of a breach of any provision of this
Subscription Agreement shall not operate, or be construed, as a waiver of any
subsequent breach by that same party.
5.8 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 Subscription
Agreement.
5.9 The
Company agrees not to disclose the names, addresses or any other information
about the Subscribers, except as required by law, provided that the Company may
provide information relating to the Subscriber as required in any registration
statement under the Act that may be filed by the Company pursuant to the
requirements of this Subscription Agreement.
16
5.10 The
obligation of the Subscriber hereunder is several and not joint with the
obligations of any other subscribers for the purchase of Shares in the Offering
(the “Other
Subscribers”), and the Subscriber shall not be responsible in any way for
the performance of the obligations of any Other Subscribers. Nothing
contained herein or in any other agreement or document delivered at the Closing,
and no action taken by the Subscriber pursuant hereto, shall be deemed to
constitute the Subscriber and the Other Subscribers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Subscriber and the Other Subscribers are in any way acting
in concert with respect to such obligations or the transactions contemplated by
this Subscription Agreement. The Subscriber shall be entitled to
protect and enforce the Subscriber’s rights, including without limitation the
rights arising out of this Subscription Agreement, and it shall not be necessary
for any Other Subscriber 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. The
Subscriber is not acting as part of a “group” (as that term is used in Section
13(d) of the Exchange Act) in negotiating and entering into this Subscription
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 Subscriber is not acting as part of any
such group.
[SIGNATURE PAGE FOLLOWS]
17
IN
WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the
day and year first written above.
|
Full
Legal Name of Subscriber (Please print)
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Full
Legal Name of Co-Subscriber (if applicable)
|
|
|
Signature
of (or on behalf of) Subscriber
|
Signature
of or on behalf of Co-Subscriber (if
applicable)
|
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Name:
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||
|
Title:
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||
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Address
of Subscriber
|
Address
of Co-Subscriber (if applicable)
|
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Social
Security or Taxpayer
|
Social
Security or Taxpayer Identification
|
|
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Identification
Number of Subscriber
|
Number
of Co-Subscriber (if applicable)
|
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Total
Dollar Amount of Investment
|
||
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(No.
of shares to be issued will be investment
dollar
amount divided by $1.27; no fractional
shares;
no rounding up)
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||
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Subscription
Agreed to and Accepted
|
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SRKP
22, INC.
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CHINA
INTELLIGENT ELECTRIC
COMPANY
LIMITED
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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18
Exhibit
A-1
Corporate Investor
Questionnaire
Name:
IMPORTANT:
Please
Complete
CORPORATE
INVESTOR QUESTIONNAIRE
SRKP
22, INC.
CHINA
INTELLIGENT ELECTRIC COMPANY LIMITED
SRKP 22,
INC.
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx
Xxxxxxxxx
China
Intelligent Electric Company Limited
c/o
Hyundai Light & Electric (Huizhou) Company Limited
Xx. 00
& 00, Xxxxxxxx Xxxx,
Xxxxxxx
Xxxx, Xxxxxxx, Xxxxxxxxx, Xxxxx
Attention: Jin
Xiangying
The information contained in this
Corporate Investor Questionnaire is being furnished in order to determine
whether the undersigned Corporation’s subscription to purchase shares of common
stock (the “Shares”) of China
Intelligent Electric Company Limited and SRKP 22, INC. (the “Company”) may
proceed.
This
Questionnaire should be completed, signed, dated and a copy should be sent to
WestPark Capital, Inc. (the “Placement Agent”) via
facsimile at (000) 000-0000 or electronic format (e.g., PDF) to
xxxx@xxxxxxxxx.xxx, or mailed to WestPark Capital, Inc. at 0000 Xxxxxx xx xxx
Xxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000, Attention: Xxx Pan. Please
keep a copy for your files.
A-1
(1)
ALL
INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned Corporation understands, however,
that the Company may present this Questionnaire to such parties as it deems
appropriate if called upon to establish that the proposed offer and sale of the
Shares in the Company is exempt from registration under the Securities Act of
1933, as amended, or meets the requirements of applicable state securities or
“blue sky” laws. Further, the undersigned Corporation understands
that the offering is required to be reported to the Securities and Exchange
Commission and to various state securities or “blue sky”
regulators.
|
I.
|
PLEASE
CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE
CORPORATION.
|
|
o 1.
|
Each
of the shareholders of the undersigned Corporation is able to certify that
such shareholder meets at least one of the following two
conditions:
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|
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(a)
|
The
shareholder is a natural person whose individual net worth* or joint net
worth with his or her spouse exceeds $1,000,000;
or
|
|
|
(b)
|
The
shareholder is a natural person who had an individual income* in excess of
$200,000 in each of the previous two years and who reasonably expects an
individual income in excess of $200,000 this
year.
|
|
o 2.
|
Each
of the shareholders of the undersigned Corporation is able to certify that
such shareholder is a natural person who, together with his or her spouse,
has had a joint income in excess of $300,000 in each of the previous two
years and who reasonably expects a joint income in excess of $300,000 this
year.
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|
o 3.
|
The
undersigned Corporation: (a) was not formed for the specific purpose of
acquiring the Shares; and (b) has total assets in excess of
$5,000,000.
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*
|
For
purposes of this Questionnaire, the term “net worth” means the excess of
total assets over total liabilities. In determining income, an investor
should add to his or her adjusted gross income any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any
limited partnership, deductions claimed for depletion, contributions to
XXX or Xxxxx retirement plans, alimony payments and any amount by which
income from long-term capital gains has been reduced in arriving at
adjusted gross income.
|
A-1
(2)
IF YOU
CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION I, ABOVE, AND DID NOT
CHECK STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE
UNDERSIGNED CORPORATION LISTING THE NAME OF EACH SHAREHOLDER AND THE REASON
(UNDER STATEMENT 1 OR STATEMENT 2) WHY SUCH SHAREHOLDER QUALIFIES AS
AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL INCOME OR JOINT
INCOME), OR EACH SHAREHOLDER MUST PROVIDE A COMPLETED INDIVIDUAL INVESTOR
QUESTIONNAIRE (PAGES A-1 (2) TO A-1 (6)).
|
II.
|
OTHER
CERTIFICATIONS
|
By
signing the Signature Page, the undersigned certifies the
following:
|
|
(a)
|
that
the Corporation’s purchase of Shares will be solely for the
Corporation’s own account and not for the account of any other person or
entity;
|
|
|
(b)
|
that
the Corporation’s name, address of principal office, place of
incorporation and taxpayer identification number as set forth in this
Questionnaire are true, correct and complete;
and
|
|
(c)
|
that
one of the following is true and correct (check
one):
|
|
o
(i)
|
the
Corporation is a corporation organized in or under the laws of the United
States or any political subdivision
thereof.
|
|
o
(ii)
|
the
Corporation is a corporation which is neither creatednor
organized in or under the United States or any political subdivision
thereof, but which has made an election under either Section 897(1) or
897(k) of the United States Internal Revenue Code of 1986, as amended, to
be treated as a domestic corporation for certain purposes of United States
federal income taxation (A COPY OF THE INTERNAL REVENUE SERVICE
ACKNOWLEDGMENT OF THE UNDERSIGNED’S ELECTION MUST BE ATTACHED TO THIS
QUESTIONNAIRE IF THIS PROVISION IS
APPLICABLE).
|
|
o
(iii)
|
neither
(1) nor (ii) above is true.
|
A-1
(3)
III.
GENERAL INFORMATION
(a) PROSPECTIVE
PURCHASER (THE CORPORATION)
Name:
____________________________________________________________________________________________
Principal
Place of Business:
___________________________________________________________________________
(Number
and Street)
_________________________________________________________________________________________________
|
(City)
|
(State) (Zip
Code)
|
Address
for Correspondence (if different):
_______________________________________________________________
(Number and Street)
_________________________________________________________________________________________________
|
(City)
|
(State) (Zip
Code)
|
Telephone
Number:
_________________________________________________________________________________
(Area
Code) (Number)
Facsimile
Number:
__________________________________________________________________________________
(Area
Code) (Number)
State of
Incorporation:
_______________________________________________________________________________
Date of
Formation:
__________________________________________________________________________________
Taxpayer
Identification Number:
________________________________________________________________________
FINRA
Affiliation or Association of the Corporation, if any:
__________________________________________________
If none,
check here o
Number of
Shareholders:
______________________________________________________________________________
|
|
(b)
|
INDIVIDUAL
WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
CORPORATION
|
Name:
____________________________________________________________________________________________
Position
or Title:
____________________________________________________________________________________
A-1
(4)
IV.
BENEFICIAL, OWNERSHIP
List the
name, address, title, phone number and email address of the natural person or
persons who will possess voting and investment power over the Shares subscribed
for herein:
Name of
Natural Person(s):
____________________________________________________________________
Address:
__________________________________________________________________________________
__________________________________________________________________________________________
Title (if
any):
_______________________________________________________________________________
Phone:
____________________________________________________________________________________
Email
address (if any):
________________________________________________________________________
V.
SIGNATURE
The
Signature Page to this Questionnaire is contained on page A-1 (6), entitled
Corporation Signature Page.
A-1
(5)
Corporation
Signature Page
SRKP
22, INC.
CHINA
INTELLIGENT ELECTRIC COMPANY LIMITED
1. The
undersigned Corporation represents that (a) the information contained in this
Questionnaire is complete and accurate and (b) the Corporation will immediately
notify (i) WestPark Capital, Inc., 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx
Xxxxxxx, XX 00000, Attention: Xxx Pan, phone number (000) 000-0000, facsimile
(000) 000-0000 and (ii) Xxxxx Xxxxx, Esq., counsel to WestPark Capital,
Inc., at Xxxxxx, Xxxxxxxx & Markiles, LLP, 00000 Xxxxxxx Xxxxxxxxx, 00xx Xxxxx,
Xxxxxxx Xxxx, Xxxxxxxxxx 00000, phone number (000) 000-0000,
facsimile (000) 000-0000 if any material change in any of the information occurs
prior to the acceptance of the undersigned Corporation’s subscription and will
promptly send the foregoing written confirmation of such change.
2. The
undersigned Corporation hereby represents and warrants that the person signing
this Questionnaire on behalf of the Corporation has been duly authorized by all
requisite action on the part of the Corporation to acquire the Shares and sign
this Questionnaire and this Subscription Agreement on behalf of the Corporation
and, further, that the undersigned Corporation has all requisite authority to
purchase the Shares and enter into the Subscription Agreement.
|
Date
|
||
|
Name
of Corporation
|
||
|
(Please
Type or Print)
|
||
|
By:
|
||
|
Signature
|
||
|
Name:
|
||
|
(Please
Type or Print)
|
||
|
Title:
|
||
|
(Please Type or
Print)
|
||
THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH
SECURITIES IS NOT REQUIRED.
A-1
(6)
Exhibit
A-2
Individual
Investor Questionnaire
Name:
_______________________________________________
IMPORTANT:
Please
Complete
INDIVIDUAL
INVESTOR QUESTIONNAIRE
SRKP
22, INC.
CHINA
INTELLIGENT ELECTRIC COMPANY LIMITED
SRKP 22,
INC.
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx
Xxxxxxxxx
China
Intelligent Electric Company Limited
c/o
Hyundai Light & Electric (Huizhou) Company Limited
Xx. 00
& 00, Xxxxxxxx Xxxx,
Xxxxxxx
Xxxx, Xxxxxxx, Xxxxxxxxx, Xxxxx
Attention: Jin
Xiangying
The information contained in this
Individual Investor Questionnaire is being furnished in order to determine
whether the undersigned’s subscription to purchase Shares (the “Shares”) of China
Intelligent Electric Company Limited, and SRKP 22, INC. (the “Company”) may
proceed.
This Questionnaire should be completed,
signed, dated and a copy should be sent to WestPark Capital, Inc. (the
“Placement Agent”) via facsimile at (000) 000-0000 or electronic format (e.g.,
PDF) to xxxx@xxxxxxxxx.xxx, or mailed to WestPark Capital, Inc. at 0000 Xxxxxx
xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000, Attention: Xxx
Pan. Please keep a copy for your files.
ALL
INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned individual understands, however, that
the Company may present this Questionnaire to such parties as it deems
appropriate if called upon to establish that the proposed offer and sale of the
Shares in the Company is exempt from registration under the Securities Act of
1933, as amended, or meets the requirements of applicable state securities or
“blue sky” laws. Further, the undersigned individual understands that
the offering is required to be reported to the Securities and Exchange
Commission and to various state securities or “blue sky”
regulators.
A-2
(1)
IF YOU
ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE SIGNATURE PAGE
(PAGE A-2 (5)).
IF YOU
ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH FILL
OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy of pages A-2 (1) to A-2
(5) and return both completed Questionnaires to WestPark Capital, Inc. in the
same envelope.
|
I.
|
PLEASE
INDICATE DESIRED TYPE OF OWNERSHIP OF
SHARES:
|
|
|
o
|
Individual
|
|
|
o
|
Joint
Tenants (rights of survivorship)
|
|
|
o
|
Tenants
in Common (no rights of
survivorship)
|
|
II.
|
PLEASE
CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLY TO
YOU.
|
|
o
|
1. I
have an individual net worth* or joint net worth with my spouse in excess
of $1,000,000.
|
|
o
|
2. I
have had an individual income* in excess of $200,000 in each of the
previous two years and I reasonably expect an individual income in excess
of $200,000 this year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR SPOUSE,
YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF $200,000 IN EACH OF
THESE YEARS IN ORDER TO CHECK THIS
BOX.
|
|
o
|
3. My
spouse and I have had a joint income* in excess of $300,000 in each of the
previous two years and I reasonably expect a joint income in excess of
$300,000 this year.
|
|
o
|
4. I
am a director and/or an executive officer of Company as such terms are
defined in Regulation D promulgated under the Securities Act of 1933, as
amended.
|
* For
purposes of this Questionnaire, the term “net worth” means the excess of total
assets over total liabilities. In determining income, an investor should add to
his or her adjusted gross income any amounts attributable to tax-exempt income
received, losses claimed as a limited partner in any limited partnership,
deductions claimed for depletion, contributions to XXX or Xxxxx retirement
plans, alimony payments and any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income.
A-2
(2)
III.
OTHER CERTIFICATIONS
By
signing the Signature Page, I certify the following (or, if I am purchasing
Shares with my spouse as co-owner, each of us certifies the
following):
|
(a)
|
that
I am at least 21 years of age;
|
|
|
(b)
|
that
my purchase of Shares will be solely for my own account and not
for the account of any other person (other than my spouse, if
co-owner);
|
|
|
(c)
|
that
the name, home address and social security number or taxpayer
identification number as set forth in this Questionnaire are true, correct
and complete; and
|
|
|
(d)
|
that
one of the following is true and correct (check
one):
|
Spouse, if
Co-owner
|
¨
|
¨
|
(i)
|
I
am a United States citizen or resident of the United States for United
States federal income tax purposes.
|
|
¨
|
¨
|
(ii)
|
I
am neither a United States citizen nor a resident of the United States for
United States federal income tax
purposes.
|
IV.
GENERAL INFORMATION
|
(a)
|
PERSONAL
INFORMATION
|
Name:
__________________________________________________________________________________________
Social
Security or Taxpayer Identification Number:
________________________________________________________
Residence
Address: ________________________________________________________________________________
(Number
and Street)
________________________________________________________________________________________________
|
(City)
|
(State) (Zip
Code)
|
Residence
Telephone Number:
________________________________________________________________________
|
(Area
Code)
|
(Number)
|
Residence
Facsimile Number:
_________________________________________________________________________
|
(Area
Code)
|
(Number)
|
Name of
Business:
_________________________________________________________________________________
Business Address:
_________________________________________________________________________________
(Number
and Street)
________________________________________________________________________________________________
|
(City)
|
(State)
(Zip Code)
|
A-2
(3)
Business Telephone Number:
__________________________________________________________________________
|
(Area
Code)
|
(Number)
|
Business
Facsimile Number:
___________________________________________________________________________
|
(Area
Code)
|
(Number)
|
I prefer
to have correspondence sent to: o Residence o Business
FINRA
Affiliation or Association, if any:
_________________________________________________________________
If none, check here ¨
Spouse, if Potential
Co-owner
Name:
___________________________________________________________________________________________
Social
Security or Taxpayer Identification Number:
_________________________________________________________
Residence
Address:
_________________________________________________________________________________
(Number
and Street)
_________________________________________________________________________________________________
|
(City)
|
(State) (Zip
Code)
|
Residence
Telephone Number:
________________________________________________________________________
Name of
Business: _______________________________
Business Address: _______________________________
(Number and Street)
_________________________________________________________________________________________________
|
(City)
|
(State)
|
I prefer
to have correspondence sent to: ¨ Residence ¨ Business
FINRA
Affiliation or Association, if any:
________________________________________________________________
If none,
check here ¨
V. SIGNATURE
The
Signature Page to this Questionnaire is contained on page A-2 (5), entitled
Individual Signature Page.
A-2
(4)
INDIVIDUAL
SIGNATURE PAGE
SRKP
22, INC.
CHINA
INTELLIGENT ELECTRIC COMPANY LIMITED
1. The
undersigned represents that (a) the information contained in this Questionnaire
is complete and accurate, and (b) he/she will immediately notify
(i) WestPark Capital, Inc., 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx
Xxxxxxx, XX 00000, Attention: Xxx Pan, phone number (000) 000-0000, facsimile
(000) 000-0000 and (ii) Xxxxx Xxxxx, Esq., counsel to WestPark Capital,
Inc., at Xxxxxx, Xxxxxxxx & Markiles, LLP, 00000 Xxxxxxx Xxxxxxxxx, 00xx Xxxxx,
Xxxxxxx Xxxx, Xxxxxxxxxx 00000, phone number (000) 000-0000,
facsimile (000) 000-0000 if any material change in any of the information occurs
prior to the acceptance of the undersigned’s subscription and will promptly send
the foregoing written confirmation of such change.
|
Date
|
|
|
Name
(Please Type or Print)
|
|
|
Signature
|
|
|
Name
of Spouse if Co-owner
|
|
|
(Please
Type or Print)
|
|
|
Signature of Spouse if
Co-owner
|
IF YOU
ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE PAGE
(PAGE A-2 (5)). IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR
SPOUSE, YOU MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy
of pages A-2 (1) to A-2 (5) and return both completed Questionnaires to WestPark
Capital, Inc. in the same envelope.
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT OR AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT
REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.
A-2
(5)
Exhibit
A-3
Limited Partnership Investor
Questionnaire
Name:
IMPORTANT:
Please
Complete:
LIMITED
PARTNERSHIP INVESTOR QUESTIONNAIRE
SRKP
22, INC.
CHINA
INTELLIGENT ELECTRIC COMPANY LIMITED
SRKP 22,
INC.
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx
Xxxxxxxxx
China
Intelligent Electric Company Limited
c/o
Hyundai Light & Electric (Huizhou) Company Limited
Xx. 00
& 00, Xxxxxxxx Xxxx,
Xxxxxxx
Xxxx, Xxxxxxx, Xxxxxxxxx, Xxxxx
Attention: Jin
Xiangying
The information contained in this
Limited Partnership Investor Questionnaire is being furnished in order to
determine whether the undersigned Limited Partnership’s subscription to purchase
Shares (the “Shares”) of China
Intelligent Electric Company Limited, and SRKP 22, INC. (the “Company”) may
proceed.
This Questionnaire should be completed,
signed, dated and a copy should be sent to WestPark Capital, Inc. (the “Placement Agent”) via
facsimile at (000) 000-0000 or electronic format (e.g., PDF) to
xxxx@xxxxxxxxx.xxx, or mailed to WestPark Capital, Inc. at 0000 Xxxxxx xx xxx
Xxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000, Attention: Xxx Pan. Please
keep a copy for your files.
A-3
(1)
ALL
INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. The
undersigned Limited Partnership understands, however, that the Company may
present this Questionnaire to such parties as it deems appropriate if called
upon to establish that the proposed offer and sale of the Shares in the Company
is exempt from registration under the Securities Act of 1933, as amended, or
meets the requirements of applicable state securities or “blue sky”
laws. Further, the undersigned Limited Partnership understands that
the offering required to be reported to the Securities and Exchange Commission
and to various state securities or “blue sky” regulators.
|
I.
|
PLEASE
CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE
LIMITED PARTNERSHIP.
|
|
¨
1.
|
Each
of the limited partners of the undersigned Limited Partnership is able to
certify that such limited partner meets at least one of the following two
conditions:
|
|
|
(c)
|
The
limited partner is a natural person whose individual net worth* or joint
net worth with his or her spouse exceeds $1,000,000;
or
|
|
|
(d)
|
The
limited partner is a natural person who had an individual income* in
excess of $200,000 in each of the previous two years and who reasonably
expects an individual income in excess of $200,000 this
year.
|
|
¨
2.
|
Each
of the limited partners of the undersigned Limited Partnership is able to
certify that such limited partner is a natural person who, together with
his or her spouse, has had a joint income in excess of $300,000 in each of
the previous two years and who reasonably expects a joint income in excess
of $300,000 this year.
|
|
¨
3.
|
The
undersigned Limited Partnership: (a) was not formed for the specific
purpose of acquiring the Shares; and (b) has total assets in excess of
$5,000,000.
|
|
*
|
For
purposes of this Questionnaire, the term “net worth” means the excess of
total assets over total liabilities. In determining income, an investor
should add to his or her adjusted gross income any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any
limited partnership, deductions claimed for depletion, contributions to
XXX or Xxxxx retirement plans, alimony payments and any amount by which
income from long-term capital gains has been reduced in arriving at
adjusted gross income.
|
A-3
(2)
IF YOU
CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION I, ABOVE, AND DID NOT
CHECK STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE
UNDERSIGNED LIMITED PARTNERSHIP LISTING THE NAME OF EACH LIMITED PARTNER AND THE
REASON (UNDER STATEMENT 1 OR STATEMENT 2) WHY SUCH LIMITED PARTNER
QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL
INCOME OR JOINT INCOME), OR EACH LIMITED PARTNER MUST PROVIDE A COMPLETED
INDIVIDUAL INVESTOR QUESTIONNAIRE (PAGES A-1 (2) TO
A-1 (6)).
|
II.
|
OTHER
CERTIFICATIONS
|
By
signing the Signature Page, the undersigned certifies the
following:
|
|
(d)
|
that
the limited partnership’s purchase of Shares will be solely for
the limited partnership’s own account and not for the account of any other
person or entity;
|
|
|
(e)
|
that
the limited partnership’s name, address of principal office, place of in
limited partnership and taxpayer identification number as set forth in
this Questionnaire are true, correct and complete;
and
|
|
(f)
|
that
one of the following is true and correct (check
one):
|
|
o (i)
|
the
limited partnership is a limited partnership organized in or under the
laws of the United States or any political subdivision
thereof.
|
|
o
(ii)
|
the
limited partnership is a limited partnership which is neither
creatednor
organized in or under the United States or any political subdivision
thereof, but which has made an election under either Section 897(1) or
897(k) of the United States Internal Revenue Code of 1986, as amended, to
be treated as a domestic limited partnership for certain purposes of
United States federal income taxation (A COPY OF THE INTERNAL REVENUE
SERVICE ACKNOWLEDGMENT OF THE UNDERSIGNED’S ELECTION MUST BE ATTACHED TO
THIS QUESTIONNAIRE IF THIS PROVISION IS
APPLICABLE).
|
|
o (iii)
|
neither
(1) nor (ii) above is true.
|
[continued
to next page]
A-3
(3)
III.
GENERAL INFORMATION
(a) PROSPECTIVE
PURCHASER (THE LIMITED PARTNERSHIP)
Name:
___________________________________________________________________________________________
Principal
Place of Business:
__________________________________________________________________________
(Number
and Street)
________________________________________________________________________________________________
|
(City)
|
(State) (Zip
Code)
|
Address
for Correspondence (if different):
_______________________________________________________________
(Number
and Street)
________________________________________________________________________________________________
|
(City)
|
(State) (Zip
Code)
|
Telephone
Number:
________________________________________________________________________________
(Area
Code) (Number)
Facsimile
Number:
_________________________________________________________________________________
(Area
Code) (Number)
State of
Formation:
__________________________________________________________________________________
Date of
Formation:
__________________________________________________________________________________
Taxpayer
Identification Number:
_______________________________________________________________________
FINRA
Affiliation or Association of the Corporation, if any:
__________________________________________________
If none,
check here ¨
|
|
(c)
|
INDIVIDUAL
WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE LIMITED
PARTNERSHIP
|
Name:
___________________________________________________________________________________________
Position
or Title:
______________________________________________________________
IV.
SIGNATURE
The
Signature Page to this Questionnaire is contained on page A-3 (5), entitled
Limited Partnership Signature Page.
A-3
(4)
Limited
Partnership Signature Page
SRKP
22, INC.
CHINA
INTELLIGENT ELECTRIC COMPANY LIMITED
1. The
undersigned Limited Partnership represents that (a) the information contained in
this Questionnaire is complete and accurate, and (b) the Limited Partnership
will immediately notify (i) WestPark Capital, Inc., 0000 Xxxxxx xx xxx
Xxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000, Attention: Xxx Pan, phone number (000)
000-0000, facsimile (000) 000-0000 and (ii) Xxxxx Xxxxx, Esq., counsel to
WestPark Capital, Inc., at Xxxxxx, Xxxxxxxx & Markiles, LLP, 00000 Xxxxxxx
Xxxxxxxxx, 00xx Xxxxx,
Xxxxxxx Xxxx, Xxxxxxxxxx 00000, phone number (000) 000-0000,
facsimile (000) 000-0000 if any material change in any of the information occurs
prior to the acceptance of the undersigned’s subscription and will promptly send
the foregoing written confirmation of such change.
2. The
undersigned Limited Partnership hereby represents and warrants that the person
or entity signing this Questionnaire on behalf of the Limited Partnership has
been duly authorized by all requisite action on the part of the Limited
Partnership to sign this Questionnaire and this Subscription Agreement on behalf
of the Limited Partnership and, further, that the undersigned Limited
Partnership has all requisite authority to purchase the Shares and enter into
the Subscription Agreement.
|
Date
|
||
|
|
||
|
Name
of Limited Partnership
|
||
|
(Please
Type or Print)
|
||
|
By:
|
|
|
|
Signature
|
||
|
Name:
|
|
|
|
(Please
Type or Print)
|
||
|
Title:
|
|
|
|
(Please Type or
Print)
|
||
THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH
SECURITIES IS NOT REQUIRED.
A-3
(5)
Exhibit
B
LOCK-UP
AGREEMENT
China
Intelligent Electric Company Limited
c/o
Hyundai Light & Electric (Huizhou) Company Limited
Xx. 00
& 00, Xxxxxxxx Xxxx,
Xxxxxxx
Xxxx, Xxxxxxx, Xxxxxxxxx, Xxxxx
Attention: Jin
Xiangying
WestPark
Capital, Inc.
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
The undersigned, being a security
holder of China Intelligent Electric Company Limited (formerly known as SRKP 22,
Inc. and referred to herein as the “Company”) and
receiving his/her/its shares of Common Stock as an investor in the Company’s
private offering that closed on __________, 2009 (the “Private Offering”),
hereby delivers this Lock-Up Agreement to the Company.
The undersigned recognizes that it is
in the best financial interests of the Company and of the undersigned, as a
shareholder of the Company, that the Company Common Stock received by the
undersigned pursuant to the Private Offering be subject to certain restrictions
and hereby agrees as follows:
Other than as set forth below, the
undersigned shall not: (a) sell, assign, exchange, transfer, pledge, distribute
or otherwise dispose of (i) any shares of the Company Common Stock received by
the undersigned in the Private Offering, or (ii) any interest (including,
without limitation, an option to buy or sell) in any such shares of the Company
Common Stock, in whole or in part, and no such attempted transfer shall be
treated as effective for any purpose; or (b) engage in any transaction in
respect to any shares of the Company Common Stock received by the undersigned in
the Private Offering or any interest therein, the intent or effect of which is
the effective economic disposition of such shares (including, but not limited
to, engaging in put, call, short-sale, straddle or similar market transactions)
(the foregoing restrictions are referred to herein as “Lock-Up
Restrictions”).
If
the aggregate dollar amount of shares sold in the underwritten public offering,
including the dollar amount of shares sold in any over-allotment options
exercised in connection therewith (the “Public Offering”), that the Company
intends to conduct in connection with its application for listing or quotation
of the Company's Common Stock on either the New York Stock Exchange, NYSE Amex,
NASDAQ Global Market, NASDAQ Capital Market or the OTC Bulletin Board (the
“Listing”) is
in an amount that is equal to or greater than $10 million, the Lock-up
Restrictions shall be released in full on the date that is six (6) months from
the date of such Listing (the “Listing Date”).
If the aggregate dollar amount of
shares sold by the Company in the Public Offering is less than $10 million,
one-tenth (1/10) of the undersigned’s shares of the Company’s Common Stock
acquired in the Private Offering shall be released from the Lock-Up Restrictions
on the date that is ninety (90) days after the Listing Date (the “Initial Release
Date”), and the undersigned’s shares will automatically be released from
the Lock-Up Restrictions every thirty (30) days after the Initial Release Date
on a pro rata basis over the next nine (9) months, until all of the shares are
released from the Lock-Up Restrictions.
B-1
There shall be no release from the
Lock-Up Restrictions, in any event, until and unless the undersigned provides
written confirmation (the “Confirmation”) to WestPark Capital, Inc. and the
Company that he, she or it is and has at all times been in compliance with the
provisions of Section 2.20 of the Subscription Agreement executed by the
undersigned in connection with the Private Offering, it being
understood and agreed that the failure to provide such written confirmation
shall be sufficient grounds to allow WestPark Capital, Inc. to decline, in its
sole discretion, to allow the automatic release of such shares until the
expiration in totality of the referenced Lock-Up Restrictions.
WestPark Capital, Inc., in its
discretion, may release from the Lock-up Restrictions some or all the
undersigned’s shares of the Company’s Common Stock earlier than the schedule set
forth in this Lock-up Agreement.
The
certificates evidencing the Company Common Stock received by the undersigned in
the Private Offering bear a legend as set forth below and such legend shall
remain during the term of this Lock-Up Agreement as set forth
above:
THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS SET
FORTH IN THAT CERTAIN LOCK-UP AGREEMENT BY AND BETWEEN THE COMPANY, A DELAWARE
CORPORATION, AND THE HOLDER HEREOF (THE “LOCK-UP AGREEMENT”), AND MAY NOT BE
SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR
OTHERWISE DISPOSED OF PRIOR TO THAT CERTAIN TIME PERIOD DETAILED IN THE LOCK-UP
AGREEMENT. THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP
ORDER PLACED WITH THE TRANSFER AGENT) UPON THE EXPIRATION OF THE TIME PERIOD
SPECIFIED IN THE LOCK-UP AGREEMENT. A COPY OF THE LOCK-UP AGREEMENT IS AVAILABLE
FOR REVIEW AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.
[SIGNATURE
ON NEXT PAGE]
B-2
IN WITNESS WHEREOF, the undersigned has
executed this Lock-Up Agreement as of the date first written above.
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Printed
Name of Holder
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Signature
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By:
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Title (if applicable):
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B-3
