Shares1 China Electric Motor, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2010 • China Electric Motor, Inc. • Motors & generators • California
China Electric Motor, Inc., a Delaware corporation (the “Company”), proposes to sell to you and other firms and corporations named in Schedule A attached hereto (the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 9 hereof), for which you are acting as representatives (“Representatives”), ________________ shares (the “Primary Shares”) of the Company’s Common Stock, par value $.0001 per share (“Common Stock”). In addition, the Company proposes to grant to the Underwriters an option to purchase, solely for the purpose of covering over-allotments, up to an additional ______ shares of the Common Stock (the “Over-Allotment Shares”). The Primary Shares and the Over-Allotment Shares are collectively referred to below as the “Shares.” The Company agrees with the several Underwriters as set forth below.
WARRANT TO PURCHASE COMMON STOCK OF CHINA ELECTRIC MOTOR, INC.Warrant Agreement • January 20th, 2010 • China Electric Motor, Inc. • Motors & generators
LOCK-UP AGREEMENTLock-Up Agreement • January 20th, 2010 • China Electric Motor, Inc. • Motors & generators
AMENDED LOCK-UP AGREEMENTLock-Up Agreement • January 20th, 2010 • China Electric Motor, Inc. • Motors & generators
This AMENDED LOCK-UP AGREEMENT, dated and effective as of January ___, 2010 (the "Amended Agreement"), is entered into by and among China Electric Motor, Inc. (formerly known as SRKP 21, Inc., hereinafter referred to as the “Company”), WestPark Capital, Inc. (“WestPark”), Roth Capital Partners, LLC (“Roth” and together with WestPark, the “Underwriters”), and the undersigned security holder of the Company (the “Securityholder”). The Company, the Underwriters and the Securityholder are collectively referred to herein as the “Parties.” Terms not defined in this Amended Agreement shall have the meanings as set forth in the Agreement (as defined below).
