REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) made as of this 15th day of January, 2010, by and among SRKP 22, Inc., a Delaware corporation (the “Company”); China Intelligent Electronic Holding Limited, a British Virgin Islands corporation and upon the Closing Date (as defined below) a 100%-owned subsidiary of the Company ("China Intelligent"); and the undersigned (each a “Holder” and together the “Holders”).
SHARE AND WARRANT CANCELLATION AGREEMENTShare and Warrant Cancellation Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks • Delaware
THIS SHARE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of this 15th day of January, 2010, by and between SRKP 22, Inc., a Delaware corporation (“SRKP 22”), and the stockholders of SRKP 22, as set forth on Schedule I attached hereto (such stockholders are 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).
DEBT REPAYMENT AND SET-OFF AGREEMENTDebt Repayment and Set-Off Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks • Delaware
This DEBT REPAYMENT AND SET-OFF AGREEMENT (this “Agreement”), dated and effective as of November 28, 2008, is entered into by and among (i) NIVS IntelliMedia Technology Group, Inc., a Delaware corporation (“NIVS USA”), Niveous Holding Company Limited, a British Virgin Islands corporation (“NIVS BVI”), NIVS (HZ) Audio & Video Tech Company Limited (“NIVS PRC”), NIVS International (H.K.) Limited (“NIVS HK”), and NIVS (HZ) Audio & Video Tech Company Limited Shenzhen Branch (“NIVS Shenzhen”); (ii) Tianfu Li, NIVS USA’s Chief Executive Officer and Chairman of the Board, an individual residing in the People’s Republic of China (“PRC”) and holder of PRC identity card no. 440106196907021831; and (iii) each of NIVS Investment (SZ) Co., Ltd., Zhongkena Technology Development, Xentsan Technology (SZ) Co., Ltd., Korea Hyundai Light & Electric (Int’l) Holding, NIVS Information & Technology (HZ) Co., Ltd., and Hyundai Light & Electric (HZ) Co., Ltd. (collectively, the “Related Companies”). For purpos
Floor Lease AgreementFloor Lease Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
With respect to Party B’s lease of the third floor of Block A, Zhenxing Road, Jiaosha, Gusan Village from Party A for use of factory, the parties hereby agree upon the following terms:
AMENDMENT NO. 1 TO THE DEBT REPAYMENT AND SET-OFF AGREEMENTOff Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
This AMENDMENT NO. 1 TO THE DEBT REPAYMENT AND SET-OFF AGREEMENT (this “Amendment”), is entered into on December 22, 2008, by and among (i) NIVS IntelliMedia Technology Group, Inc., a Delaware corporation (“NIVS USA”), Niveous Holding Company Limited, a British Virgin Islands corporation (“NIVS BVI”), NIVS (HZ) Audio & Video Tech Company Limited (“NIVS PRC”), NIVS International (H.K.) Limited (“NIVS HK”), and NIVS (HZ) Audio & Video Tech Company Limited Shenzhen Branch (“NIVS Shenzhen”); (ii) Tianfu Li, NIVS USA’s Chief Executive Officer and Chairman of the Board, an individual residing in the People’s Republic of China (“PRC”) and holder of PRC identity card no. 440106196907021831; and (iii) each of NIVS Investment (SZ) Co., Ltd., Zhongkena Technology Development, Xentsan Technology (SZ) Co., Ltd., Korea Hyundai Light & Electric (Int’l) Holding, NIVS Information & Technology (HZ) Co., Ltd., and Hyundai Light & Electric (HZ) Co., Ltd. (collectively, the “Related Companies”). For purpos
Termination AgreementTermination Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
Due to the development of the company, after discussion between China Intelligent Electric Holding Limited and Mr. ZHOU XIAO LONG, CFO, it is agreed to reach termination the employment agreement which was executed on November 23, 2009. China Intelligent Electric Holding Limited will settle the salary accordingly. Regarding the stock to Mr. ZHOU XIAO LONG , it will not be issued.
Debt Forgiveness AgreementDebt Forgiveness Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
I, Tianfu Li, am willing to waive the below direct debt of China Intelligent Electric Holding Limited without any compensation. The category is as following:
AMENDMENT NO. 2 TO THE SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
This AMENDMENT NO. 2 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of January 15, 2010 (this "Amendment"), is entered into by and among SRKP 22, Inc., a Delaware corporation (the “Company”), China Intelligent Electronic Holding Limited, a British Virgin Islands corporation (“China Intelligent”), and Li Xuemei, the sole shareholder of China Intelligent (the “Shareholder”). The Company, China Intelligent and the Shareholder 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).
Debt Forgiveness AgreementDebt Forgiveness Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
I, Tianfu Li, am willing to waive the below direct debt of Korea Hyundai Light & Electric (International) Holding Limited without any compensation. The category is as following:
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks • Delaware
This Indemnification Agreement (the “Agreement”) is made as of January 14, 2010, by and between Li Xuemei, an individual with identification number 330727196412260928 (the “Ms. Li”), Hyundai Light and Electronic (Huizhou) Co., Ltd., a company organized under the laws of the PRC (the “Hyundai Light”), and China Intelligent Electronic Holding Limited, a British Virgin Islands corporation (“China Intelligent”).
Factory Premise Lease AgreementFactory Premise Lease Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
After the friendly consultation between the parties, Party A wishes to lease the factory located at No.29 & 31 Huanzhen West Road, Shuikou Town, Huizhou City to Party B. The parties hereby agree upon the following terms:
SECURITY AGREEMENTSecurity Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks • Delaware
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of January 14, 2010, by and between by and between Li Xuemei, an individual with identification number 330727196412260928 (the “Grantor”) and Hyundai Light and Electronic (Huizhou) Co., Ltd., a company organized under the laws of the PRC (the “Hyundai Light”), and China Intelligent Electronic Holding Limited, a British Virgin Islands corporation (“China Intelligent,” and collectively with Hyundai Light, the “Secured Parties”). Capitalized terms not defined herein shall have the meanings as provided in the Indemnification Agreement, as defined below.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
Form of Guangdong Province Labor Contract Produced by Guangdong Labor and Social Security DepartmentSRKP 22 Inc • January 19th, 2010 • Blank checks
Both Party A and Party B, in accordance with the applicable provisions of the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China, and national and provincial provisions, reach this Contract under the principles of legitimacy, equity, equality, free will, consensus, honesty and creditability.
Party A and Party B signed this contract in accordance to the relevant state and municipal laws and regulations.SRKP 22 Inc • January 19th, 2010 • Blank checks
AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 19th, 2010 • SRKP 22 Inc • Blank checks
This AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of November 25, 2009 (this "Amendment"), is entered into by and among SRKP 22, Inc., a Delaware corporation (the “Company”), China Intelligent Electronic Holding Limited, a British Virgin Islands corporation (“China Intelligent”), and Li Xuemei, the sole shareholder of China Intelligent (the “Shareholder”). The Company, China Intelligent and the Shareholder 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).
