PLACEMENT AGENCY AGREEMENT December 23, 2010
December
23, 2010
WestPark
Capital, Inc.
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Ladies
and Gentlemen:
Feigeda
Electronic Technology, Inc. a Delaware corporation (the “Company”), proposes,
subject to the terms and conditions of that certain form of Subscription
Agreement in the form attached hereto as Exhibit A between the
Company and certain Investors (the “Purchase Agreement”),
as described in that Private Placement Memorandum dated December 23, 2010 (the
“PPM”) and
further to a Share Exchange Agreement dated December 6, 2010, a copy of which is
attached hereto as Exhibit B (the “Share Exchange
Agreement”), to issue and sell a minimum of $500,000 and up to an
aggregate of $4,454,455 in shares (the “Shares”) of its
Common Stock, $0.0001 par value per share (the “Common Stock” or the
“Securities”),
directly to the Investors (the “Offering”). The
Company previously engaged WestPark Capital, Inc. (“WestPark”), as the
Company’s exclusive placement agent (in such capacity, the “Placement Agent”) in
connection with the Offering, pursuant to that certain Engagement Letter between
WestPark and the Company dated March 13, 2010 and accepted and agreed by the
Company on March 18, 2010 (the “Engagement Letter”),
attached hereto as Exhibit
C. The Purchase Agreement, PPM and Share Exchange Agreement
are together the “Transaction Documents”. Capitalized Terms not otherwise
defined herein shall have the meanings set forth in the Purchase
Agreement.
The
Company hereby confirms and clarifies its agreement with the Placement Agent as
follows:
Section
1. Placement Agent Services,
Compensation and Expenses.
(a) The
Company acknowledges that WestPark has acted pursuant to the Engagement Letter
as the Company’s exclusive placement agent in connection with the issuance and
sale by the Company of the Securities in a private offering pursuant to
Regulation D as promulgated under the Securities Act of 1933, as amended (the
“Securities
Act”), and that the terms of the Offering are subject to market
conditions and negotiations between the Company and the Investors.
(b) The
Company confirms that as compensation for services rendered in connection with
the Offering, and provided that the Securities are sold to Investors in the
Offering, at each Closing (as defined in the Purchase Agreement) of the
Offering, the Company shall pay to the Placement Agent (i) a cash fee equal to
10% of the gross proceeds received from the sale of the Securities sold at such
Closing and (ii) a non-accountable expense allowance cash fee equal to 4% of the
gross proceeds received from the sale of the Securities at such
Closing. Additionally, upon the initial Closing, the Company shall
pay to the Placement Agent cash fee equal to $14,100 as a success fee for
services provided in connection with the Share Exchange Agreement.
(c) The
Company acknowledges and agrees that the Placement Agent itself has made no
commitment to purchase any of the Securities, and the Placement Agent
acknowledges and agrees that it shall have no authority to bind the Company
regarding a sale and issuance of the Securities. The Company
acknowledges that any advice given by the Placement Agent or its representatives
to the Company is solely for the benefit and use of the Company, the Board of
Directors of the Company (the “Board”) and the
management of the Company and may not be used, reproduced, disseminated, quoted
or referred to, without the Placement Agent’s prior written
consent.
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(d) Whether
or not the sale to the Investors of the Securities on the Closing Date is
consummated, the Company agrees to reimburse all costs, fees and expenses
incurred by the Placement Agent in connection with the Offering, including
attorneys’ fees and expenses and costs related to travel and meetings with the
Investors and potential investors.
(e) The
“Term” of the Placement Agent’s exclusive engagement is defined in and governed
by the Engagement Letter, including the rights and obligations of the parties
hereto if the Offering is not consummated as contemplated hereby or within the
Term.
Section
2. Representations, Warranties and
Covenants of the Company.
The
Company hereby represents, warrants and covenants to the Placement Agent as of
the date hereof, and as of the Closing Date of the Offering, as
follows:
(a) Transaction
Documents. The representations and warranties made by the
Company in the Purchase Agreement qualified as to materiality are true and
correct as of the date made and shall be true and correct at all times prior to
and on each Closing Date as so qualified, except to the extent any such
representation or warranty expressly speaks as of an earlier date, in which case
such representation or warranty shall be true and correct as of such earlier
date as so qualified, and, the representations and warranties made by the
Company in the Purchase Agreement not qualified as to materiality are true and
correct in all material respects as of the date made and shall be true and
correct at all times prior to and on each Closing Date, except to the extent any
such representation or warranty expressly speaks as of an earlier date, in which
case such representation or warranty shall be true and correct in all material
respects as of such earlier date. The Company shall perform in all
material respects all obligations and covenants required to be performed by it
pursuant to the Purchase Agreement on or prior to each Closing
Date. The Placement Agent shall be made party to the Registration
Rights Agreement contemplated by the Purchase Agreement.
(b) Authorization;
Enforceability. This Agreement has been duly authorized,
executed and delivered by, and is a valid and binding agreement of, the Company,
enforceable against the Company in accordance with its terms, except as rights
to indemnification and contribution hereunder may be limited by applicable law
and except as the enforcement hereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable
principles.
(c) UDF Account. At
the initial Closing, the Company will deposit a minimum of US$1,000,000 (one
million dollars) in a U.S. Dollar account to fund payment of professional fees
related to the Company’s obligations as a U.S. public company.
(d) Use of
Proceeds. The Company will not use any proceeds of the
Offering for (i) investment in other companies, (ii) establishment of new
business ventures either within the Company’s existing operations or outside
them, or (iii) for any purpose not disclosed to investors in the
PPM.
(e) Lock-up Agreements. Prior to
the initial Closing Date, WestPark shall have received (a) executed lock-up
agreements in the form attached hereto as Exhibit D from the
shareholders of SRKP 20, Inc., (b) executed lock-up agreements in the form
attached hereto as Exhibit E from each
of the Company’s shareholder(s) and/or designees, and (c) an executed lock-up
agreement in the form attached hereto as Exhibit F from the
Company.
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(f) SEC Filings. The
Company will file a Notice of Sale of Securities Pursuant to Regulation D
Section 4(6), and/or Uniform Limited Offering Exemption (“Form D”) with the
Securities and Exchange Commission within 15 days of Closing
Date. Once filed, the Company will provide a copy of the Form D as
filed to WestPark. Filing the Form D is the responsibility of the
Company and failure to do so will result in a material breach of this
Agreement.
(g) Chief Financial
Officer. The Company shall select and hire a Chief Financial
Officer from a list of candidates provided by WestPark to the Company within 60
days of the Initial Closing Date.
(h) Consultant. The
Company shall select and hire a consultant for a period of 12 months from the
final Closing Date from a list of candidates provided by WestPark to the Company
within 60 days of the Initial Closing Date whose functions shall consist
of:
(1) Coordination
of the Company’s ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) compliance function,
including but not limited to, internal control compliance under Section 404 of
SOX.
(2) Coordination
of the Company’s interaction within legal and accounting professionals including
ensuring prompt payment by the Company to and prompt responses by the Company to
information requests from such professionals; and
(3) Coordination
with WestPark to ensure compliance by the Company to the terms and conditions of
this Agreement and those of the Engagement Letter.
Section
3. Indemnification and
Contribution.
The Company and the Placement Agent
hereby affirm their agreement set forth in Section 14 of the Engagement Letter,
and Appendix 1 to the Engagement Letter as referenced therein, regarding the
Placement Agent’s rights to indemnification and contribution from the Company in
connection with the Offering, provided, however, that
nothing in this Section 3 or in the documentation incorporated by reference
shall reduce or vitiate the Placement Agent’s rights to indemnification pursuant
to the terms and conditions of the Registration Rights Agreement.
Section
4. Representations,
Warranties and Covenants of the Placement Agent
The
Placement Agent hereby represents, warrants and covenants to the Company as of
the date hereof, and as of the Closing Date of the Offering, as
follows:
(a) Regulation D
Compliance. The Placement Agent has not engaged in any
activity that constitutes general solicitation or general advertising in
connection with the Offering.
(b) Other
Compliance. The Placement Agent has complied and will comply
with Regulation M, applicable FINRA rules and regulations and any other rules
and regulations setting forth restrictions on the dissemination of research
reports and the activities of analysts in connection with this Offering, and is
a member in good standing with FINRA and any applicable state licensing
authorities.
(c) No Unauthorized Distribution of
Materials. The Placement Agent has not distributed and will
not distribute any offering material in connection with the Offering and sale of
the Securities other than copies of the Company’s SEC Filings and the
Transaction Documents or as otherwise instructed by the
Company.
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Section
5. Representations and Indemnities to
Survive Delivery.
The
respective indemnities, agreements, representations, warranties and other
statements of the Company or any person controlling the Company, including its
officers and directors, and of the Placement Agent set forth in or made pursuant
to this Agreement, including, but not limited to the indemnity and contribution
agreements contained in Section 3 above, will remain in full force and effect,
regardless of (i) any investigation made by or on behalf of any Placement Agent
or any person controlling such Placement Agent, the Company, its directors or
officers or any persons controlling the Company; and (ii) any termination of
this Agreement. A successor to any Placement Agent, or to the
Company, its directors or officers or any person controlling the Company, shall
be entitled to the benefits of the indemnity, contribution and reimbursement
agreements contained in Sections 1 and 3 above.
Section
6. Notices.
All
communications to the parties hereto hereunder shall be in writing and shall be
mailed, hand delivered or sent by facsimile, with confirmation of receipt by the
intended recipient confirmed as follows:
If to the
Placement Agent:
WestPark
Capital, Inc.
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Attention: Managing
Director
With a
copy to (which shall not constitute notice):
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Attention: ▇▇▇▇▇
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If to the
Company:
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Attention: _________________________
Facsimile:__________________________
With a
copy to (which shall not constitute notice):
K&L
Gates LLP
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Any party
hereto may change the address for receipt of communications by giving written
notice to the others.
Section
7. Successors.
This
Agreement will inure to the benefit of and be binding upon the parties hereto,
and to the benefit of their respective employees, officers and directors and
controlling persons, and to their respective successors, and personal
representatives, and no other person will have any right or obligation
hereunder. Neither the Company nor the Placement Agent shall be
entitled to assign their rights, or delegate their responsibilities, hereunder
without the prior written consent of the other party hereto.
Section
8. Partial
Unenforceability.
The
invalidity or unenforceability of any section, paragraph or provision of this
Agreement shall not affect the validity or enforceability of any other Section,
paragraph or provision hereof. If any Section, paragraph or provision
of this Agreement is for any reason determined to be invalid or unenforceable,
there shall be deemed to be made such minor changes (and only such minor
changes) as are necessary to make it valid and enforceable.
Section
9. Governing Law
Provisions.
(a) Governing
Law. This agreement shall be governed by and construed in
accordance with the internal laws of the state of California applicable to
agreements made and to be performed in such state.
(b) Consent to
Jurisdiction. Any legal suit, action or proceeding arising out
of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”)
may be instituted in the federal courts of the United States of America located
in Los Angeles County, California, or the courts of the State of California in
each case located in Los Angeles County (collectively, the “Specified Courts”),
and each party irrevocably submits to the exclusive jurisdiction (except for
proceedings instituted in regard to the enforcement of a judgment of any such
court (a “Related
Judgment”), as to which such jurisdiction is non-exclusive) of such
courts in any such suit, action or proceeding. Service of any
process, summons, notice or document by mail to such party’s address set forth
above shall be effective service of process for any suit, action or other
proceeding brought in any such court. The parties irrevocably and
unconditionally waive any objection to the laying of venue of any suit, action
or other proceeding in the Specified Courts and irrevocably and unconditionally
waive and agree not to plead or claim in any such court that any such suit,
action or other proceeding brought in any such court has been brought in an
inconvenient forum.
Section
10. General
Provisions.
This
Agreement and the Engagement Letter, as each is informed by the further
agreements referenced therein, together constitute the entire agreement of the
Placement Agent and the Company with respect to the Offering, and supersede all
prior or contemporaneous written or oral agreements, understandings and
negotiations with respect to the subject matter hereof. For clarity,
it is the parties’ intent that this Agreement supplements and amends the
Engagement Letter solely to the extent set forth herein; if a provision of this
Agreement and the Engagement Letter are contradictory, this Agreement shall
control.
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This
Agreement may be executed in two or more counterparts (including via facsimile
or by emailed document in PDF format), each one of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement may not be amended or modified unless in
writing by all of the parties hereto, and no condition herein (express or
implied) may be waived unless waived in writing by each party whom the condition
is meant to benefit. Section headings herein are for the convenience
of the parties only and shall not affect the construction or interpretation of
this Agreement.
[The remainder of this page has been
intentionally left blank. Signature page follows.]
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If the
foregoing is in accordance with your understanding of our agreement, please sign
and return to the Company the enclosed copies hereof, whereupon this instrument,
along with all counterparts hereof, shall become a binding agreement in
accordance with its terms.
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Very
truly yours,
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a
Delaware corporation
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By:
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/s/ Wu Zuxi
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Name:
Wu Zuxi
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Title: CEO
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The
foregoing Placement Agency Agreement is hereby confirmed and accepted by the
Placement Agent as of the date first above written.
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WESTPARK
CAPITAL, INC.
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By:
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Name: ▇▇▇▇▇▇▇
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Title: CEO
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EXHIBIT
A
PURCHASE
AGREEMENT
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EXHIBIT
B
SHARE EXCHANGE
AGREEMENT
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EXHIBIT
C
ENGAGEMENT
LETTER
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14
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EXHIBIT D
FORM
OF LOCK-UP AGREEMENT FOR SHELL STOCKHOLDERS
______________,
2011
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British
Virgin Islands
WestPark
Capital, Inc.
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The undersigned is a security holder of
Feigeda Electronic Technology, Inc. (formerly known as SRKP 20, Inc. and
referred to herein as the “Company”) and hereby
delivers this Lock-Up Agreement to the Company. Capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed to
them in that certain Share Exchange Agreement dated December 6, 2010 (the “Share Exchange
Agreement”) by and among the Company; Immense Fortune Holdings Limited, a
British Virgin Islands corporation (“Immense Fortune”),
Legend Media Holdings HK Limited, a Hong Kong corporation and a wholly-owned
subsidiary of Immense Fortune (“Legend”), and Feigeda
Electronic (SZ) Co., Ltd., a company organized under the laws of the People’s
Republic of China and a wholly-owned subsidiary of Legend, and Finest Day
Limited, a British Virgin Islands corporation and sole shareholder of Immense
Fortune.
The
undersigned recognizes that following the closing of the transactions
contemplated by the Share Exchange Agreement and as a condition to the Placement
Agency Agreement dated December __, 2010 by and among the Company, Immense
Fortune and WestPark and the transactions contemplated therein, it is in the
best financial interests of the Company and of the undersigned, as a stockholder
of the Company, that the securities of the Company held by the undersigned 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’s Common Stock held by the undersigned or (ii) any
interest (including, without limitation, an option to buy or sell) in any such
shares of the Company’s 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 such shares of the Company’s Common Stock held
by the undersigned 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 the “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 $5,000,000, 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”).
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If the
aggregate dollar amount of shares sold by the Company in the Public Offering is
less than $5,000,000, one-tenth (1/10) of the shares of the Company’s Common
Stock held as of the date hereof by the undersigned 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.
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 held by the undersigned shall
bear a legend as set forth below (the “Lock-Up Legend”) and
such Lock-Up 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. UPON SATISFACTION OF THE REQUIREMENTS SET FORTH THEREIN, 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
PAGE FOLLOWS]
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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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Date:
_______________________________________
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Amount
of Shares:
__________________________
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EXHIBIT
E
FORM
OF LOCK-UP AGREEMENT FOR COMPANY SHAREHOLDER(S) AND DESIGNEES
___________,
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CAPITAL, INC.
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Dear
Ladies and Gentlemen:
The
undersigned is a security holder of Feigeda Electronic Technology, Inc.
(formerly known as SRKP 20, Inc. and referred to herein as the “Company”) and hereby
delivers this Lock-Up Agreement to the Company. Capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed to
them in that certain Share Exchange Agreement dated December 6, 2010 (the “Share Exchange
Agreement”) by and among the Company; Immense Fortune Holdings Limited, a
British Virgin Islands corporation (“Immense Fortune”),
Legend Media Holdings HK Limited, a Hong Kong corporation and a wholly-owned
subsidiary of Immense Fortune (“Legend”), and Feigeda
Electronic (SZ) Co., Ltd., a company organized under the laws of the People’s
Republic of China and a wholly-owned subsidiary of Legend, and Finest Day
Limited, a British Virgin Islands corporation and sole shareholder of Immense
Fortune.
The
undersigned recognizes that following the closing of the transactions
contemplated by the Share Exchange Agreement and as a condition to the Placement
Agency Agreement dated December __, 2010 by and among the Company, Immense
Fortune and WestPark (“Placement Agency
Agreement”) and the transactions contemplated therein, it is in the best
financial interests of the Company and of the undersigned, as a stockholder of
the Company that the securities of the Company held by the undersigned be
subject to certain restrictions and hereby agrees as follows:
As a
condition to the Placement Agency Agreement, and in recognition of the benefit
that the Placement Agency Agreement and the offering to be conducted thereunder
will confer upon the Company and 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 of the recipients identified above, joint and severally, for
the benefit of the Company and you, 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
WestPark Capital, Inc., 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 of 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
Date”) and continuing to and including the date twenty-four (24) months
after the Listing Date; provided, however, that, if the undersigned is an
individual, the undersigned may, without the prior written consent of WestPark
Capital, Inc., (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
WestPark Capital, Inc., 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).
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The
undersigned confirms that he, she or it understands that WestPark Capital, Inc.
and the Company will rely upon the representations set forth in this agreement
as a condition to the Placement Agency Agreement. 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.
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Sincerely,
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Signature
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Name
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Title
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23
EXHIBIT
F
FORM
OF LOCK-UP AGREEMENT FOR COMPANY
December
__, ▇▇▇▇
▇▇▇▇▇▇▇▇
CAPITAL, INC.
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▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear
Ladies and Gentlemen:
The
undersigned, SRKP 20, Inc., a Delaware corporation (referred to herein as the
“Company”),
hereby delivers this Lock-Up Agreement to WestPark Capital, Inc. (“WestPark” or “you”). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in that certain Placement Agency Agreement dated December __,
2010 (the “Placement
Agency Agreement”) by and among the Company, Immense Fortune Holdings
Limited, a company organized under the laws of the British Virgin Islands, and
WestPark.
As a
condition to the Placement Agency Agreement, and in recognition of the benefit
that the Offering will confer upon the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned irrevocably covenants and agrees that except as expressly
contemplated by the Share Exchange and the Offering, it will not, directly or
indirectly, (a) 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 (b) 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 (a) or (b) above is to be
settled by delivery of the shares of Common Stock or such other securities, in
cash or otherwise), other than repurchases at cost or without cost pursuant to
the terms of the Company’s option and restricted stock purchase agreements, 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
Company on the date hereof or hereafter acquired or otherwise controlled, for a
period beginning from the date of 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 Date”) and
continuing to and including the date twenty-four (24) months after the Listing
Date, without the prior written consent of WestPark; provided, however, that the
Company may, without the prior written consent of WestPark, issue equity awards
to employees of the Company pursuant to equity incentive plans approved by the
board of directors and shareholders of the Company (provided that such grants do
not exceed 7% of the outstanding shares, which includes the issuance of the
shares issued in connection with the Offering).
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The
Company confirms that it understands that WestPark Capital, Inc. will rely upon
the representations set forth in this agreement as a condition to the Placement
Agency Agreement. This agreement shall be binding on the undersigned
and its successors, heirs, personal representatives and assigns.
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Sincerely,
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SRKP
20, INC.,
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a
Delaware corporation
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By:
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Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: President
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RATIFIED,
ACCEPTED & AGREED:
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a
Delaware corporation
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By:
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Name:
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Title:
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Date:
December __, 2010
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