0001144204-09-025810 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 12th, 2009 • China Electric Motor, Inc. • Blank checks • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) made as of this 6th day of May, 2009, by and among SRKP 21, Inc., a Delaware corporation (the “Company”); Attainment Holdings Limited, a British Virgin Islands corporation and upon the Closing Date (as defined below) a 100%-owned subsidiary of the Company ("Attainment Holdings"); and the undersigned (each a “Holder” and together the “Holders”).

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SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • May 12th, 2009 • China Electric Motor, Inc. • Blank checks
SHENZHEN REAL ESTATE LEASE AGREEMENT
Shenzhen Real Estate • May 12th, 2009 • China Electric Motor, Inc. • Blank checks

In compliance with “Contract Law of PRC” and “Regulation of Flat Leasing of Shenzhen Municipality”, both Parties through amicable consultation on the basis of party autonomy, equality and good faith, agree on the following terms and conditions as to the tenancy herein:

AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • May 12th, 2009 • China Electric Motor, Inc. • Blank checks

This AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of May 6, 2009 (this "Amendment"), is entered into by and among SRKP 21, Inc., a Delaware corporation (the “Company”), Attainment Holdings Limited, a British Virgin Islands corporation (“Attainment”), and Excel Profit Global Group Limited, a British Virgin Islands corporation (“EPGG”); and, as to Sections 4.2 and Articles X only, each of the designees listed on Schedule I hereto (the “Designees”). The Company, Attainment and EPGG 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).

SHARE AND WARRANT CANCELLATION AGREEMENT
Share and Warrant Cancellation Agreement • May 12th, 2009 • China Electric Motor, Inc. • Blank checks • Delaware

THIS SHARE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of this 6th day of May, 2009 by and between SRKP 21, Inc., a Delaware corporation (“SRKP 21”) and the stockholders of SRKP 21, as set forth on Schedule I attached hereto (such stockholders collectively referred to herein as the “Stockholders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Exchange Agreement (as hereinafter defined).

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