AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT
AMENDMENT
NO. 1 TO THE
This
AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of
July
25, 2008 (this "Amendment"), is entered into by and among SRKP 19, Inc., a
Delaware corporation (the “Company”), Niveous Holding Company Limited, a British
Virgin Islands corporation (“Niveous”), and all of the shareholders of Niveous,
each of whom has executed a counterpart signature page to this Amendment (each,
a “Shareholder” and collectively, the “Shareholders”). The Company, Niveous and
the Shareholders are collectively referred to herein as the “Parties.” Terms not
defined in this Amendment shall have such meanings as set forth in the Agreement
(as defined below).
W
I T N E
S S E T H:
WHEREAS,
the Parties entered into that certain Share Exchange Agreement dated as of
June
27, 2008 (the “Agreement”);
WHEREAS,
the Parties desire to amend the Agreement by entering into this
Amendment;
WHEREAS,
the Company desires to acquire from Niveous, and Niveous desires to transfer
to
the Company, the Niveous Shares in exchange (the “Exchange”) for the issuance by
the Company of an aggregate of 27,546,667 shares (the “Company Shares”) of
Company Common Stock to Niveous and/or its designees on the terms and conditions
set forth in the Agreement, as amended by this Amendment;
WHEREAS,
after giving effect to the Exchange, the Share and Warrant Cancellation, the
Equity Financing (if fully subscribed), and issuance of the IR Securities,
there
will be approximately 38,645,000 shares of Company Common Stock issued and
outstanding (excluding 946,667 warrants); and
WHEREAS,
Section 10.5 of the Agreement permits the parties to amend the Agreement only
by
a written instrument executed by the Parties.
NOW,
THEREFORE, for good and valuable consideration and in consideration of the
respective representations, warranties, covenants and agreements set forth
in
the Agreement, the parties hereby agree to amend the Agreement as
follows:
A
G R E E
M E N T:
1. Section
7.1(d) of the Agreement is hereby amended and restated in its entirety as
follows:
(d) The
Company shall have cancelled 4,756,390 shares of Common Stock and 6,149,723
warrants owned by certain of the Company’s original stockholders (the
“Share
and Warrant Cancellation”)
as set
forth on Schedule
III
attached
hereto;
2. A
new
Section 7.1(g) is added to the Agreement in “Article VII. Conditions Precedent”
as follows:
(g) The
Company shall appoint an investor relations firm prior to closing of the
Exchange and concurrently with the closing of the Exchange issue 425,000 shares
of its common stock to the investment relations firm (the “IR
Securities”).
3. A
new
Section 9.3 is added to the Agreement in “Article IX. Covenants Subsequent To
Closing” as follows:
9.3 Lock-Up
Restriction.
The
Shareholders and their designees, as set forth in Schedule I, shall enter into
a
lock-up agreement with WestPark, a form of which is attached hereto as
Exhibit
B,
pursuant to which the
Shareholders and their designees agree not to sell their shares of Company
Common Stock until twelve (12) months after the date of the Company’s proposed
initial public offering.
4. Schedule
I to the Agreement is hereby amended and restated in its entirety as set forth
on Schedule I attached hereto.
5. Schedule
III to the Agreement is hereby amended and restated in its entirety as set
forth
on Schedule III attached hereto.
6. Except
as
amended herein, the Agreement shall remain in full force and
effect.
7. This
Amendment may be executed in any number of facsimile counterparts, each of
which
shall be an original, but which together constitute one and the same instrument.
This Amendment may be executed and delivered by facsimile.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment as
of
the date first set forth above.
|
SRKP
19, INC.
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxxxxx
|
||
|
Name:
|
Xxxxxxx
Xxxxxxxxx
|
||
|
Title:
|
President
|
||
|
NIVEOUS
HOLDING COMPANY LIMITED
|
|||
|
By:
|
/s/
Li Tianfu
|
||
|
Name:
|
Tianfu
Li
|
||
|
Title:
|
Chief
Executive Officer and Chairman of the
Board
|
||
[SIGNATURE
PAGES FOR SHAREHOLDERS FOLLOW]
NIVEOUS
HOLDING COMPANY LIMITED
SHAREHOLDERS’
SIGNATURE PAGE TO
AMENDMENT
NO. 1 TO THE
Dated
July 25, 2008
Among
SRKP 19, Inc.,
Niveous
Holding Company Limited, and
The
Shareholders of Niveous Holding Company Limited
The
undersigned Shareholder hereby executes and delivers Amendment No. 1 to the
Share Exchange Agreement (the “Amendment”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Amendment and Signature Pages of the other parties named in said Amendment,
shall constitute one and the same document in accordance with the terms of
the
Amendment.
|
/s/
Tianfu Li
|
|
(Signature)
|
|
Tianfu
Li
|
|
(Type
or print name)
|
|
Tianfu
Li
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
Address:
|
NIVS
Hi-Tech Garden, Xx. 00-00, Xxxxxxx Xxxx
|
|
Xxxxxxx
Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxx
|
|
|
Telephone:
|
x00-000-0000000
|
|
Facsimile:
|
x00-000-0000000 |
Number
of Niveous Shares Held: 9,500
NIVEOUS
HOLDING COMPANY LIMITED
SHAREHOLDERS’
SIGNATURE PAGE TO
AMENDMENT
NO. 1 TO THE
Dated
July 25, 2008
Among
SRKP 19, Inc.,
Niveous
Holding Company Limited, and
The
Shareholders of Niveous Holding Company Limited
The
undersigned Shareholder hereby executes and delivers Amendment No. 1 to the
Share Exchange Agreement (the “Amendment”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Amendment and Signature Pages of the other parties named in said Amendment,
shall constitute one and the same document in accordance with the terms of
the
Amendment.
|
/s/
Xxxxxx Xx
|
|
(Signature)
|
|
Xxxxxx
Xx
|
|
(Type
or print name)
|
|
Xxxxxx
Xx
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
Address:
|
NIVS
Hi-Tech Garden, Xx. 00-00, Xxxxxxx Xxxx
|
|
Xxxxxxx
Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxx
|
|
|
Telephone:
|
x00-000-0000000
|
|
Facsimile:
|
x00-000-0000000 |
Number
of Niveous Shares Held: 500
SCHEDULE
I
SHAREHOLDERS
AND COMPANY SHARES
|
Name
|
Number of Company Shares
to be Received
|
Percent
|
|||||
|
12,204,667
|
44.3
|
%
|
|||||
|
Li
, Xxx Xxx
|
1,220,000
|
4.4
|
%
|
||||
|
Yang
, Gen Qiang
|
1,220,000
|
4.4
|
%
|
||||
|
Xx
, Xxx Xi
|
1,212,000
|
4.4
|
%
|
||||
|
Xxx
, Xxx Ying
|
1,200,000
|
4.4
|
%
|
||||
|
Liu
, Ai Ling
|
1,200,000
|
4.4
|
%
|
||||
|
Li
, Xxx Xxx
|
1,200,000
|
4.4
|
%
|
||||
|
Keen
Dragon Group Limited
|
500,000
|
1.8
|
%
|
||||
|
Joyrise
Holdings Limited
|
500,000
|
1.8
|
%
|
||||
|
Li
, Hong Yu
|
500,000
|
1.8
|
%
|
||||
|
Den,
Li Hong
|
500,000
|
1.8
|
%
|
||||
|
Guo
, Xxx Xxx
|
500,000
|
1.8
|
%
|
||||
|
Xxxx
, Xxxx
|
500,000
|
1.8
|
%
|
||||
|
Xxxx
, Xxxxx Hen
|
500,000
|
1.8
|
%
|
||||
|
Huan
, Xxxx Xxxx
|
500,000
|
1.8
|
%
|
||||
|
Wu
, Xxx Xxxxx
|
500,000
|
1.8
|
%
|
||||
|
Tian
, Xxxx Xxx
|
500,000
|
1.8
|
%
|
||||
|
Xxx
, Xx Ming
|
500,000
|
1.8
|
%
|
||||
|
Pan,
Xxx Xxxx
|
500,000
|
1.8
|
%
|
||||
|
Shi,
Xxx Xxx
|
500,000
|
1.8
|
%
|
||||
|
Yi,
Ling
|
500,000
|
1.8
|
%
|
||||
|
Goldwide
Holdings Limited
|
350,000
|
1.3
|
%
|
||||
|
Xxxx,
Xxx Fu
|
200,000
|
0.7
|
%
|
||||
|
Zhang,
Hai Lan
|
200,000
|
0.7
|
%
|
||||
|
Chen,
Zuo
|
200,000
|
0.7
|
%
|
||||
|
Xx,
Xxxx
|
100,000
|
0.4
|
%
|
||||
|
Xxxxx,
Xxx Qing
|
20,000
|
0.1
|
%
|
||||
|
Lv,
Rui
|
20,000
|
0.1
|
%
|
||||
|
TOTAL
|
27,546,667
|
100.0
|
%
|
||||
SCHEDULE
III
SHARES
AND WARRANTS FOR CANCELLATION
|
Name
|
Number of Shares to
be Cancelled
|
Number of Warrants
to be Cancelled
|
|||||
|
Xxxxxx
Xxxxxxxxxxxx
|
804,306
|
1,039,919
|
|||||
|
Xxxxxxx
Xxxxxxxxx
|
761,020
|
983,953
|
|||||
|
Xxxxxx
Xxxxxxxxx Trust
|
214,038
|
276,738
|
|||||
|
Xxxxxx
Xxxxxxxxx Trust
|
214,038
|
276,738
|
|||||
|
Xxxxxx
Xxxxxxx
|
166,474
|
215,241
|
|||||
|
Xxxxxxx
Xxxxxxxxxxxx
|
475,639
|
614,972
|
|||||
|
Xxxxx
XxXxxxxx
|
166,474
|
215,241
|
|||||
|
WestPark
Capital Financial Services, LLC
|
1,859,273
|
2,403,927
|
|||||
|
Xxxxx
Xxxxx
|
95,128
|
122,994
|
|||||
|
TOTAL
|
4,756,390
|
6,149,723
|
|||||
EXHIBIT
B
FORM
OF LOCK-UP AGREEMENT
_______________,
2008
[UNDERWRITER
INFORMATION]
Proposed
Offering of Common Stock
Dear
Ladies and Gentlemen:
This
letter is being delivered to you in accordance with the proposed Underwriting
Agreement (the “Underwriting Agreement”) between NIVS IntelliMedia Technology
Group, Inc. (the “Company’) and ________________ (“Underwriter”), as
representative of the several Underwriters named in Schedule A thereto (the
“Underwriters”), relating to an underwritten public offering of common stock of
the Company, par value $0.0001 per share, (the “Common Stock”). The undersigned,
the beneficial owner of shares of the Company’s Common Stock, understands that
the Company intends to sell shares of Common Stock of the Company and to grant
to the Underwriters an over-allotment option to purchase additional shares
of
Common Stock (the “Offering”). All capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the
Underwriting Agreement.
In
order
to induce the Company and the Underwriters to enter into the Underwriting
Agreement and to proceed with the Offering, and in recognition of the benefit
that such Offering will confer upon the undersigned as a stockholder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned irrevocably
agrees, with each Underwriter to be named in the Underwriting Agreement, for
the
benefit of the Company, you and the other Underwriters, that the undersigned
will not publicly announce any intention to, will not allow any affiliate or
subsidiary, if applicable, to, and will not itself, without the prior written
consent of Underwriter on behalf of the Underwriters, directly or indirectly,
(i) offer, pledge, sell, offer to sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend or otherwise transfer or dispose of any
of
the shares of Common Stock or any securities convertible into, or exercisable
or
exchangeable for, shares of Common Stock, or (ii) enter into any swap or other
agreement that transfers, in whole or in part, any of the economic consequences
of ownership of the shares of Common Stock or such other securities convertible
into, or exercisable or exchangeable for, shares of Common Stock (whether any
such transaction described in clause (i) or (ii) above is to be settled by
delivery of the shares of Common Stock or such other securities, in cash or
otherwise), in each case, beneficially owned (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended) or otherwise controlled
by the undersigned on the date hereof or hereafter acquired or otherwise
controlled, for a period beginning from the date hereof and continuing to and
including the date 12 months after the date of the Prospectus (as such term
is
defined in the Underwriting Agreement); provided, however, that, if the
undersigned is an individual, the undersigned may, without the prior written
consent of Underwriter on behalf of the Underwriters, (i) transfer shares
of Common Stock or any securities convertible into, or exercisable or
exchangeable for, Common Stock either during his or her lifetime or, on death,
by bona fide gifts, will or intestacy to members of the undersigned’s immediate
family or to trusts exclusively for the benefit of members of the undersigned’s
immediate family, provided that, prior to any such transfer, such transferee
executes an agreement, satisfactory to Underwriter, pursuant to which such
transferee agrees to receive and hold such shares subject to the provisions
hereof and that there shall be no further transfer except in accordance with
the
provisions hereof, and (ii) exercise options held in the undersigned's name
to purchase shares of Common Stock provided that, any securities obtained upon
the exercise of such option will be held subject to the provisions hereof and
that there shall be no further transfer of any such securities except in
accordance with the provisions hereof. For purposes of this paragraph,
“immediate family” shall mean the undersigned’s spouse, lineal descendents,
father, mother, brothers or sisters (including any such relatives by
adoption).
The
restriction on transfers described in the immediately preceding paragraph shall
not apply to the sale of any shares of Common Stock to the Underwriters pursuant
to the Underwriting Agreement.
The
undersigned confirms that he, she or it understands that the Underwriters and
the Company will rely upon the representations set forth in this agreement
in
proceeding with the Offering. The undersigned agrees and consents to the entry
of stop transfer instructions with the Company’s transfer agent against the
transfer of Common Stock except in compliance with this agreement. This
agreement shall be binding on the undersigned and his, her or its respective
successors, heirs, personal representatives and assigns. If for any reason
the
Underwriting Agreement shall be terminated prior to the Closing Date (as such
term is defined in the Underwriting Agreement), the agreement set forth above
shall likewise be terminated.
|
Sincerely,
|
|
|
Signature
|
|
|
Name
|
|
|
Title
|
