Exclusive Purchase Option Agreement by and among Jiangshan Greenworld Photoelectricity Consulting Co., Ltd. Zhejiang Joinan Lighting Co., Ltd. and The Shareholders of Zhejiang Joinan Lighting Co., Ltd. May 6, 2011

(1)

Jiangshan Greenworld Photoelectricity Consulting Co., Ltd. (hereinafter called “Party A”), a wholly foreign owned enterprise registered in China with its registered address at 18-3, Xing Gong Seventh Road, Shangyu, Jiangshan and its legal representative named Liu Chuanling ;

(2)

Zhejiang Joinan Lighting Co., Ltd. (hereinafter called “Party B”), an enterprise duly registered in China with its registered address at 18, Xing Gong Seventh Road, Shangyu, Jiangshan and its legal representative named Zhu Jiangtu; and

(3)

All Shareholders of Zhejiang Joinan Lighting Co., Ltd. (hereinafter collectively called “Shareholders”), as follows:

Lixia Wang

Jiangtu Zhu

Huanyong Wang

Tianhui Liu

1.

Party A, a wholly foreign-owned enterprise incorporated under the laws of the People’s Republic of China (the “PRC”), which engages in photoelectricity technical and enterprise management consulting;

2.

Party B, a domestic limited liability company incorporated under PRC laws and licensed by Jiangshan Administration for Industry and Commerce, engages in the business of manufacture and sales of lighting facilities and variable voltage variable frequency inverter, as well as their components, import and export goods;

3.

As of the date of this Agreement, Party B’s registered capital is RMB 3,000,000 and the structure of the shareholdings owned by Shareholders in Party B are set forth above;

4.

To secure the performance of the obligations assumed by Party B and the Shareholders under this Agreement, the Shareholders agree to pledge all their equity in Party B to Party A, and have executed an Equity Pledge Agreement on the date of the execution date of this Agreement with respect thereto (collectively called as the “Equity Pledge Agreements” or respectively as “Individual Equity Pledge Agreement”).

1.1

Each Shareholder hereby irrevocably grants to Party A an exclusive purchase right, exercisable at any time by Party A or any third party designated by Party A, to purchase all or part of such Shareholder's Equity Interests in Party B, subject to the PRC laws and regulations. In the case that Shareholders increase or reduce their Equity Interests in Party B within the term of this Agreement, the exclusive purchase option as provided above shall be automatically expanded (in the case of an increase) or reduced (in the case of a reduction) to cover all or part of the Equity Interests owned by Shareholders in Party B after such increase or reduction is completed. The Shareholders hereby agree that, without Party A's prior written consent, apart from Party A or any third party designated by Party A, no other person or entity shall have the right to purchase such Equity Interests. Each of the Shareholders shall transfer his Equity Interests in Party B to Party A or Party A's designee in accordance with his shareholding proportion of such Equity Interests at any time when Party A selects to purchase all or a portion of the Equity Interests. Party B hereby irrevocably consents to such grant by such Shareholders to Party A.

1.2

Party B hereby irrevocably grants to Party A an exclusive purchase option, exercisable at any time by Party A or any third party designated by Party A, to acquire or all or substantially all of Party B’s assets, subject to the PRC laws and regulations. Party B hereby agrees that, without Party A’s prior written consent, apart from Party A or any third party designated by Party A, no other person or entity shall have the right to purchase such assets. The Shareholders hereby irrevocably consent to such grant by Party B to Party A.

1.3

For the purpose of this Agreement, a “third party” or a “person” may be a natural person, company, partnership, enterprise, trust agency or other non-corporate entity.

1.4

To the extent permitted under the PRC laws and regulations, Party A shall determine at any time and at its own discretion to exercise such exclusive right to (i) purchase the Equity Interests as provided in Section 1.1 by a written notice to the applicable Shareholder(s) specifying the amount of equity to be purchased (hereinafter referred to as “Equity Transfer”) or (ii) purchase all or substantially all of Party B’s assets as provided in Section 1.2 (hereinafter referred to as “Assets Transfer”) by a written notice to Party B (each referred to as "Exercise Notice").

1.5

Within thirty (30) days of the receipt of the Exercise Notice, the applicable Shareholder(s) and Party B shall execute a share/asset transfer agreement and other documents with Party A pursuant to the principles set forth in this Agreement, in such form as Party A may reasonably request (collectively, the "Transfer Documents"), necessary to effect the respective transfer of equity or assets to Party A (or any eligible party designated by Party A), and shall unconditionally assist Party A to obtain all approvals, permits, registrations, filings and other procedures necessary to effect the Equity Transfer or Assets Transfer.

1.6

The Parties agree that, unless otherwise required under the PRC laws and regulations, the transaction price for the Equity Transfer or the Assets Transfer hereunder, as applicable, shall be one dollar.

1.7

The consideration paid by Party A to the Shareholders, net of any tax paid by the Shareholders on such consideration, for the Equity Transfer (the “Consideration of Equity Transfer”) shall be the cancellation of all or a part of the Shareholders debt owing under the Loan Agreement, and such cancellation shall, in proportion to the proportion of the Shareholders’ Equity Interests purchased,  satisfy their repayment obligations under the Loan Agreement signed by and between Party A and the Shareholders on the date of the execution date of this Agreement (the “Loan Agreement”);

2.1

Each Party hereto represents and warrants to the other Parties that: (1) it has all the necessary rights, powers and authorizations to enter into this Agreement and perform its duties and obligations hereunder; (2) it has obtained the written consents with respect to the execution and implementation of this Agreement from each of the relevant third parties, if any; and (3) the execution or performance of this Agreement shall not violate or conflict with the terms of any other contracts or agreements to which it is a party.

2.2

Each Shareholder hereby represents and warrants to Party A that: (1) each Shareholder is the legally registered shareholder of Party B and has paid full amount of registered capital in Party B as required to be contributed by such Shareholder under the PRC laws and regulations; (2) Except for the Equity Pledge Agreement executed among the Parties, neither Shareholder has created any other mortgage, pledge, secured interests or other form of debt liabilities over the Equity Interests held by such Shareholder; and (3) neither Shareholder has transferred to any third party (and entered into any agreement in respect of)  such Equity Interests.

2.3

Party B hereto represents and warrants to Party A that: (1) it is a limited liability company duly registered and validly existing under the PRC laws and regulations; and (2) its business operations are in compliance with applicable laws and regulations of the PRC in all material respects and it has received all of the required permits and approvals which are necessary for maintaining its ordinary operations.

3.1

Before Party A has acquired all the equity/assets of Party B by exercising the exclusive purchase option provided hereunder, Party B represents and warrants to Party A:

 

(a)

without Party A’s prior written consent, Party B shall not supplement or amend the Articles of Association or rules of Party B or its subsidiaries which are owned or controlled by Party B (the “Subsidiaries”) in any manner, nor shall it increase or decrease the registered capital or change the shareholding structure of aforesaid entities in any manner;

 

(b)

Party B shall prudently and effectively maintain its business operations according to good financial and business standards so as to maintain or increase the value of its assets;

 

(c)

Party B shall not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in its and any Subsidiary’s assets or incomes, nor shall it encumber its own and any Subsidiary’s assets and income in any way that would affect Party A’s security interests unless as required for the business operation of Party B or upon prior written consent by Party A;

 

(d)

Party B and any Subsidiary shall not incur or succeed to any debts or liabilities without Party A’s prior written consent;

 

(e)

without Party A’s prior written consent, Party B and any Subsidiary shall not enter into any material contract (exceeding RMB 1,000,000 in value);

 

(f)

without Party A’s prior written consent, Party B and any Subsidiary shall not provide any loans or guaranty (exceeding RMB 1,000,000 in value) to or receive borrowings (exceeding RMB 1,000,000 in value) from, any third party;

 

(g)

upon Party A’s request, Party B shall provide Party A with all information regarding Party B and any Subsidiary’s business operation and financial condition;

 

(h)

Party B shall purchase insurance from insurance companies in such amounts and categories as customary in the region among companies doing similar business and having similar assets;

 

(i)

without Party A’s prior written consent,  Party B and any Subsidiary shall not establish any new subsidiary, acquire or consolidate with any third party, or invest in any third party;

 

(j)

Party B shall promptly notify Party A of any pending or threatened lawsuit, arbitration or administrative dispute which involves Party B’s and any Subsidiary’s assets, business or incomes, and take positive measures against aforesaid lawsuits, arbitrations or administrative dispute;

 

(k)

without Party A’s prior written consent, Party B and any Subsidiary shall not distribute any dividends to the shareholders in any manner, and, upon Party A’s request, shall promptly distribute all distributable dividends to the shareholders of Party B;

 

(l)

without Party A’s prior written consent, Party B shall not commit any act or omission that would materially affect Party B’s assets, business or liabilities;

 

(m)

upon Party A’s request, Party B shall promptly and unconditionally transfer its assets to Party A or its designated third party as permitted by PRC laws and regulations; and

 

(n)

Party B shall strictly comply with the provisions of this Agreement, and efficiently perform its obligations hereunder, and shall be prohibited from committing any act or omission which may affect the validity or enforceability of this Agreement.

3.2

Before Party A has acquired all the equity/assets of Party B by exercising the exclusive purchase option provided hereunder, each Shareholder represents and warrants to Party A:

 

(a)

apart from relevant provisions in each of the Equity Pledge Agreements, without Party A’s prior written consent, each Shareholder shall not individually or collectively transfer, sell, pledge, mortgage or otherwise dispose of such Shareholder’s Equity Interests in Party B; nor shall any Shareholder place or allow encumbrances on such Shareholder’s Equity Interests that would affect Party A’s interest hereunder and thereunder;

 

(b)

without Party A’s prior written consent, each Shareholder shall not engage in any business or operation which is in competition with Party B, any Subsidiaries and Party A, nor shall any Shareholder invest in or work for any company or entity which is in competition with Party B, any Subsidiaries and Party A;

 

(c)

without Party A’s prior written consent, each Shareholder shall not supplement or amend the Articles of Association or Rules of Party B in any manner, nor to increase or decrease its registered capital or change the shareholding structure in any manner;

 

(d)

without Party A’s prior written consent, each Shareholder shall not take action to cause a Shareholders’ meeting for the purpose of or to approve resolutions for the dissolution, liquidation and change of legal form of Party B, and any Subsidiaries;

 

(e)

each Shareholder shall not take action to cause a Shareholders’ meeting for the purpose of or to approve resolutions for any profit distribution proposal, or accept such distributed dividend without Party A’s written consent; upon Party A’s request, the Shareholders shall promptly approve for the profit distribution proposal, and accept such distributed dividend;

 

(f)

upon Party A’s request, each Shareholder shall provide Party A with all information regarding Party B’s business operation and financial condition;

 

(g)

each Shareholder shall not incur or succeed to any debts or liabilities which may adversely affect its Equity Interests in Party B without Party A’s prior written consent, nor shall it enter into any Equity transfer agreement or intention letter with any third party;

 

(h)

each Shareholder shall appoint, and appoint only, the candidates nominated by Party A to the board of directors and supervisor office of Party B, and shall not replace such candidates without Party A’s prior written consent;

 

(i)

each Shareholder shall guarantee that the shareholder’s meeting and directors in Party B’s board appointed by itself will not approve any establishment of new subsidiary, any acquisition of, any consolidation with, or any investment in any third party without Party A’s prior written consent;

 

(j)

each Shareholder shall promptly notify Party A of any pending or threatened lawsuit, arbitration or administrative dispute which involve Party B’s assets, business or incomes, and take all positive measures against aforesaid lawsuits, arbitrations or administrative dispute;

 

(k)

without Party A’s prior written consent, each Shareholder shall not commit any conduct that would adversely affect Party B’s assets, business or liabilities;

 

(l)

to the extent permitted by the PRC laws and regulations, and at any time upon Party A’s request, each Shareholder shall promptly and unconditionally transfer their Equity Interests in Party B to Party A or a third party designated by Party A, and waive their preemptive rights with respect to such transfer;

 

(m)

each Shareholder shall guarantee that the shareholder’s meeting and directors of Party B appointed by itself approve the necessary resolutions in respect of the Equity Transfer or Assets Transfer in this Agreement;

 

(n)

each Shareholder shall make every effort to cause Party B to perform the obligations of Section  3.1 of this Agreement; and

 

(o)

each Shareholder shall strictly comply with the provisions of this Agreement, and efficiently perform its obligations hereunder, and shall be prohibited from committing any conduct which may affect the validity or enforceability of this Agreement.

3.3

The Shareholders shall, to the extent permitted by applicable laws, guarantee Party B's operational term (including the circumstance of change of business terms) to be extended to equal to the operational term of Party A approved by the relevant authorities (including the circumstance of change of business terms).

6.1

Party B and the Shareholders shall not transfer their rights and obligations under this Agreement to any third party without the prior written consent of Party A.

6.2

Each Shareholder and Party B agree that Party A shall have the right to transfer any or all of its rights and obligations under this Agreement to any third party upon five (5)–days written notice to such Shareholder(s) and Party B, without approval by such Shareholder or Party B.

7.1

Any violation of any provision hereof, incomplete performance of any obligation provided hereunder, any misrepresentation made hereunder, material concealment or omission of any material fact or failure to perform any covenants provided hereunder by any Party shall constitute an event of default. The defaulting Party shall assume all the legal liabilities pursuant to the applicable PRC laws and regulations.

7.2

In the event of default by Party B or Shareholders, Party A shall be entitled to exercise the pledgee’s right under the Equity Pledge Agreement in the event that  Party B and Shareholders commit an event of default and fail to redress such default within ten (10) days upon receipt of written notification from Party A.

8.1

This Agreement shall be effective upon the execution hereof by all Parties hereto and shall be terminated after the completion of Party A’s acquisition of the Shareholders’ Equity or all of the assets of Party B by exercising its exclusive purchase option provided herein.

8.2

The modification of or amendment to this Agreement shall not be effective unless a written agreement is signed by the Parties.

8.3

This Agreement shall not be terminated or canceled unless a written agreement is signed by the Parties, provided Party A may, by giving a thirty (30) days prior notice to the other Parties hereto, terminate this Agreement.

9.1

The negotiation, execution and articles of this Agreement and any information, documents, data and all other materials (herein “Confidential Information”) arising out of the implementation of this Agreement shall be kept in strict confidence by the Parties. Without the written approval by the other Parties, none of the Parties shall disclose any Confidential Information to any third party, but the following shall not be considered to be “Confidential Information”:

 

(a)

The materials that are known by the general public (but not including the materials disclosed by each party receiving the materials in breach of this Agreement); or

 

(b)

The materials required to be disclosed subject to the applicable laws or the rules or provisions of any stock exchange.

9.2

If this Agreement is terminated or becomes invalid or unenforceable, the validity and enforceability of Article 9 shall not be affected or impaired.

10.1

An event of Force Majeure means an event that could not be foreseen, and could not be avoided and overcome, which includes among other things, but without limitation, acts of nature (such as earthquake, flood or fire), government acts, strikes or riots;

10.2

If an event of Force Majeure occurs, any of the Parties who is prevented from performing its obligations under this Agreement by an event of Force Majeure shall notify the other Parties without delay and within fifteen (15) days of the event provide detailed information about and notarized documents evidencing the event and take all reasonable means to minimize or remove the negative effects of Force Majeure on the other Parties, and shall not assume the liabilities for breaching this Agreement.  While the Force Majeure is continuing, the Party alleging breach may suspect its performance.  The Parties shall keep on performing this Agreement after the event of Force Majeure disappears.

11.1

The execution, validity, construing and performance of this Agreement and the disputes resolution under this Agreement shall be governed by the laws and regulations of the PRC.

11.2

The Parties shall strive to settle any dispute arising from or in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation within thirty (30) days after such dispute is raised, each party can submit such matter to China International Economic and Trade Arbitration Commission for arbitration in accordance with its rules. The arbitration shall take place in Beijing and the proceedings shall be conducted in English. The arbitration award shall be final, conclusive and binding upon the Parties.

12.1

Entire Agreement.   The Parties acknowledge that this Agreement constitutes the entire agreement of the Parties with respect to the subject matters therein and supersedes and replaces all prior or contemporaneous oral or written agreements and understandings.

12.2

Successors.  This Agreement shall bind and benefit any successors of each Party and the transferees permitted hereunder with the same rights and obligations as if such successors or transferees were the original parties hereof.

12.3

Notice.  Any notice required to be given or delivered to the Parties hereunder shall be in writing and delivered to the address as indicated below or such other address or as such party may designate, in writing, from time to time. All notices shall be deemed to have been given or delivered upon by personal delivery, fax and registered mail. It shall be deemed to be delivered upon: (1) registered air mail: five (5) business days after deposit in the mail; (2) personal delivery or delivery by fax: two (2) business days after transmission. If the notice is delivered by fax, it should be confirmed by original through registered air mail or personal delivery.

12.4

Severability.  If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way be affected or impaired thereby. In such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which effects the parties original intention to the largest extent.