SHARE AND WARRANT CANCELLATION AGREEMENT

 

 

THIS SHARE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of this 25th day of July, 2008 by and between SRKP 19, Inc., a Delaware corporation (“SRKP 19”) and the stockholders of SRKP 19, 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).

 

 

WHEREAS, SRKP 19, NIVS Holding Company Limited, a British Virgin Islands corporation ("NIVS"), and all of the shareholders of NIVS entered into a Share Exchange Agreement, dated as of June 27, 2008, as amended on the date hereof (the “Exchange Agreement”), a copy of which is attached hereto as Exhibit A;

WHEREAS, pursuant to the terms of the Exchange Agreement, and as a condition to the completion of the transactions contemplated by the Exchange Agreement, SRKP 19 agreed to enter into an agreement with the Stockholders to cancel (i) an aggregate of 4,756,390 shares of SRKP 19 common stock held by such Stockholders (the “Shares”), as such Shares are more particularly set forth on Schedule I attached hereto, and (ii) an aggregate of 6,149,723 warrants to purchase shares of SRKP 19 common stock held by such Stockholders (the “Warrants”), as such Warrants are more particularly set forth on Schedule II attached hereto; and

WHEREAS, the Stockholders acknowledge that they would benefit from the completion of the transactions contemplated by the Exchange Agreement.

NOW, THEREFORE, for and in consideration of the execution and delivery of the Exchange Agreement, and the payment of good and valuable consideration pursuant to the Exchange Agreement, the receipt and sufficiency of which is hereby acknowledged, SRKP 19 and the Stockholders, each intending to be legally bound by this Agreement, hereby agree as follows:

 

1. DUTIES

 

1.1 Rights and Obligations of the Parties. The parties shall be entitled to such rights and shall perform such duties as set forth herein. In the event that the terms of this Agreement conflict in any way with the provisions of the Exchange Agreement, the Exchange Agreement shall control.

 

1.2 Cancellation of Shares and Warrants. On the Closing Date of the Exchange Agreement, the Shares and the Warrants shall be deemed automatically cancelled. The Stockholders agree to execute any and all documents, including, but not limited to, stock powers for the stock certificates representing the Shares, as SRKP 19 reasonably determines necessary to effect the cancellation of the Shares and the Warrants pursuant to the terms of this Agreement.

 

2. DIVIDENDS; VOTING RIGHTS; STOCK SPLITS

 

2.1 Cash Dividends; Voting Rights. Prior to the Closing of the Exchange Agreement, the Stockholders shall have rights to cash or stock dividends with respect to the Shares and the Warrants, if any, and have rights to vote their respective Shares, if any such matter requiring stockholder approval shall arise.

2.2 Stock Splits; Stock Dividends. In the event of any stock split or other similar transaction with respect to SRKP 19 common stock that becomes effective prior to the Closing of the Exchange Agreement, the additional shares or warrants issued with respect to the Shares or the Warrants shall be similarly cancelled.

 

3. MISCELLANEOUS

 

3.1 Transferability. None of the rights and obligations of the Stockholders hereunder shall be transferable.

 

3.2 Notices. Any notices or other communications required or permitted under this Agreement shall be in writing and shall be sufficiently given if sent by (i) registered or certified mail, postage prepaid, addressed as follows, (ii) facsimile to the facsimile numbers identified below or (iii) overnight courier (such as UPS or FedEx), addressed as follows:

 

If to SRKP 19:

 

SRKP 19, Inc.

4737 North Ocean Drive, Suite 207

Lauderdale by the Sea, FL 33308

Attention: Richard Rappaport

Telecopy No.: (310) 843-9304

If to the Stockholders:

to the address set forth next to the name of each of the Stockholders in Schedule I.

or such other person or address as shall be furnished in writing by any of the parties and any such notice or communication shall be deemed to have been given as of the date so mailed.

 

3.3 Construction. The validity, enforcement and construction of this Agreement shall be governed by the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

 

3.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, assigns and transferees, as the case may be.

 

3.5 Severability. If any provision or section of this Agreement is determined to be void or otherwise unenforceable, it shall not affect the validity or enforceability of any other provisions of this Agreement which shall remain enforceable in accordance with their terms.

 

3.6 Interpretation. The headings and subheadings contained in this Agreement are for reference only and for the benefit of the parties and shall not be considered in the interpretation or construction of this Agreement. This Agreement shall be construed and interpreted without regard to any rule or presumption requiring that it be construed or interpreted against the party causing it to be drafted.

 

3.7 Execution in Counterparts. This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

3.8 Amendments. This Agreement may be amended from time to time but only by written agreement signed by all of the parties hereto.

 

3.9 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof.

 

[Signatures appear on following page]

 

 

IN WITNESS WHEREOF, the parties have executed this Share and Warrant Cancellation Agreement as of the day and year first above written.

 

		Stockholder		Shares to be cancelled per the terms of this Agreement		Pre-Closing Shares		Post-Closing Shares
1.		Debbie Schwartzberg 785 5th Avenue , Apt 10C New York, NY 10022		804,306		1,200,000		395,694
2.		Thomas Poletti 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		166,474		248,374		81,900
3.		WestPark Financial Services, LLC 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		1,859,273		2,773,979		914,706
4.		Richard Rappaport 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		761,020		1,135,420		374,400
5.		Anthony Pintsopoulos 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		475,639		709,639		234,000
6.		Amanda Rappaport Trust 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		214,038		319,338		105,300
7.		Kailey Rappaport Trust 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		214,038		319,338		105,300
8.		Kevin DePrimio 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		166,474		248,374		81,900
9.		Jason Stern 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		95,128		141,928		46,800
				4,756,390		7,096,390		2,340,000

 

		Warrantholder		Warrants to be cancelled per the terms of this Agreement		Pre-Closing Warrants		Post-Closing Warrants
1.		Debbie Schwartzberg 785 5th Avenue , Apt 10C New York, NY 10022		1,039,919		1,200,000		160,081
2.		Thomas Poletti 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		215,241		248,374		33,133
3.		WestPark Financial Services, LLC 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		2,403,927		2,773,979		370,052
4.		Richard Rappaport 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		983,953		1,135,420		151,467
5.		Anthony Pintsopoulos 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		614,972		709,639		94,667
6.		Amanda Rappaport Trust 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		276,738		319,338		42,600
7.		Kailey Rappaport Trust 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		276,738		319,338		42,600
8.		Kevin DePrimio 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		215,241		248,374		33,133
9.		Jason Stern 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		122,994		141,928		18,934
				6,149,723		7,096,390		946,667