Unassociated Document


     

    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (“Agreement”)
      made
      as of this 2nd
      day of
      November, 2007, by and among SRKP 11, Inc., a Delaware corporation (the
“Company”);
      Hong
      Kong Highpower Technology Co., Ltd., a Hong Kong corporation and upon the
      Closing Date (as defined below) a 100%-owned subsidiary of the Company (the
      "HKHT");
      and
      the undersigned (each a “Holder”
and
      together the “Holders”).

     

    WHEREAS,
      the Company, HKHT, and all of the shareholders of HKHT are parties to a certain
      Share Exchange Agreement dated as of October 20, 2007 (the “Exchange
      Agreement”),
      pursuant to which HKHT will become a 100%-owned subsidiary of the Company and
      100% of the outstanding securities of HKHT will be exchanged for securities
      in
      the Company (the “Share
      Exchange”).
      Immediately after the effective time of the Share Exchange (the “Closing
      Date”),
      the
      Company will assume the business and operations of HKHT;

     

    WHEREAS,
      the Company agreed to file, within thirty (30) days after the Closing Date
      with
      the U.S. Securities and Exchange Commission (the “Commission”
or
      “SEC”)
      a
      registration statement (the “Initial
      Registration Statement”)
      covering the resale of shares issued in connection with the Company’s private
      offering that closed concurrently with the Share Exchange and covering the
      resale of shares of Common Stock held by those persons that are stockholders
      of
      the Company immediately prior to the Closing Date, except for WestPark
      Affiliates (as defined below); and

     

    WHEREAS,
      as set forth in Section 10.1 of the Exchange Agreement, and as a condition
      to
      the closing of the Share Exchange, the Company agreed to enter into a
      registration rights agreement with requiring the Company to file, within the
      time periods as set forth herein, with the Commission a registration statement
      covering the resale of shares of Common Stock of the Company, as set forth
      on
Schedule
      I
      hereof
      (the “Shares”),
      held
      by those persons (and/or their designees) that are stockholders of the Company
      immediately prior to the Closing Date who are affiliates of WestPark Capital
      (“WestPark
      Affiliates”
or
      “Holders”).

     

    NOW,
      THEREFORE, for and in consideration of the promises and the mutual covenants
      hereinafter set forth, the parties hereto do hereby agree as
      follows:

     

    1.        
      Registration
      Rights

     

    1.1  Registration
      Requirement.
      Subject
      to the terms and limitations hereof, the parties hereto agree and acknowledge
      that the Company shall prepare and file a registration statement (the
“Registration
      Statement”)
      on
      Form S-1 or other appropriate registration document under the Securities Act
      of
      1933, as amended (the “Act”)
      for
      resale of the Shares (the “Registrable
      Securities”)
      and
      shall use its reasonable best efforts to maintain the Registration Statement
      effective for a period of twenty-four (24) months at the Company’s expense (the
“Effectiveness
      Period”).
      The
      Company shall file such Registration Statement no later than the tenth
      (10th)
      day
      after the end of the six (6) month period that immediately follows the filing
      date of the Initial Registration Statement (the “Required
      Filing Date”),
      provided that if such day is not a Business Day, then the Required Filing Date
      shall be the next business day thereafter. The Company shall use reasonable
      best
      efforts to cause such Registration Statement to become effective within one
      hundred fifty (150) days after the Required Filing Date or the actual filing
      date, whichever is earlier, or one hundred eighty (180) days after the Required
      Filing Date or the actual filing date, whichever is earlier, if the Registration
      Statement is subject to a full review by the SEC (the “Required
      Effectiveness Date”).
      If
      the Company fails to file the Registration Statement by the Required Filing
      Date
      or if the Registration Statement does not become effective on or before the
      Required Effectiveness Date due to the failure of the Company to fulfill its
      obligations hereunder, the Company shall be required to issue, as liquidated
      damages, to each of the Holders shares (the “Penalty
      Shares”)
      equal
      to a total of 0.0333% of their respective Shares for each calendar day that
      the
      Registration Statement has not been filed or declared effective by the SEC
      (and
      until the Registration Statement is filed with or declared effective by the
      SEC), as applicable. 

     

    
      
        
        

      

      
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    1.2  Limitation
      to Registration Requirement.
      Notwithstanding the foregoing, no Penalty Shares shall be due to the Holders
      if
      the Company is using its best efforts to cause the Registration Statement to
      be
      filed and declared effective in a timely manner. In addition, the Company shall
      not be obligated to effect any registration of the Registrable Securities or
      take any other action pursuant to this Section 1: (i) in any particular
      jurisdiction in which the Company would be required to execute a general consent
      to service of process in effecting such registration, qualification or
      compliance unless the Company is already subject to service in such jurisdiction
      and except as may be required by the Act; or (ii) during any period in which
      the
      Company suspends the rights of a Holder after giving the Holder written
      notification of a Potential Material Event (defined below) pursuant to Section
      1.6 hereof. 

     

    1.3  Expenses
      of Registration.
      Except
      as otherwise expressly set forth, the Company shall bear all expenses incurred
      by the Company in compliance with the registration obligation of the Company,
      including, without limitation, all registration and filing fees, printing
      expenses, fees and disbursements of counsel for the Company incurred in
      connection with any registration, qualification or compliance pursuant to this
      Agreement and all underwriting discounts, selling commissions and expense
      allowances applicable to the sale of any securities by the Company for its
      own
      account in any registration. All underwriting discounts, selling commissions
      and
      expense allowances applicable to the sale by a Holder of Registrable Securities
      and all fees and disbursements of counsel for a Holder shall be borne by the
      Holder.

     

    1.4  Indemnification.

     

    (a)  To
      the
      extent permitted by law the Company will indemnify each Holder, each of its
      officers, directors, agents, employees and partners, and each person controlling
      such Holder, with respect to each registration, qualification or compliance
      effected pursuant to this Agreement, and each underwriter, if any, and each
      person who controls any underwriter, and their respective counsel against all
      claims, losses, damages and liabilities (or actions, proceedings or settlements
      in respect thereof) arising out of or based on (i) any untrue statement (or
      alleged untrue statement) of a material fact contained in any prospectus,
      offering circular or other document prepared by the Company (including any
      related registration statement, notification or the like) incident to any such
      registration, qualification or compliance, or (ii) any omission (or alleged
      omission) to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, or any violation by
      the
      Company of the Act or any rule or regulation thereunder applicable to the
      Company and relating to action or inaction required of the Company in connection
      with any such registration, qualification or compliance, and subject to the
      provisions of Section 1.4(c) below, will reimburse each such Holder, each of
      its
      officers, directors, agents, employees and partners, and each person controlling
      such Holder, each such underwriter and each person who controls any such
      underwriter, for any legal and any other expenses as they are reasonably
      incurred in connection with investigating and defending any such claim, loss,
      damage, liability or action, provided that the Company will not be liable in
      any
      such case to the extent that any such claim, loss, damage, liability or expense
      arises out of or is based on any untrue statement (or alleged untrue statement)
      or omission (or alleged omissions) based upon written information furnished
      to
      the Company by (or on behalf of) such Holder or underwriter, or if the person
      asserting any such loss, claim, damage or liability (or action or proceeding
      in
      respect thereof) did not receive a copy of an amended preliminary prospectus
      or
      the final prospectus (or the final prospectus as amended and supplemented)
      at or
      before the written confirmation of the sale of such Registrable Securities
      to
      such person because of the failure of the Holder or underwriter to so provide
      such amended preliminary or final prospectus (or the final prospectus as amended
      and supplemented); provided,
      however,
      that
      the indemnity agreement contained in this subsection shall not apply to amounts
      paid in settlement of any such loss, claim, damage, liability or action if
      such
      settlement is effected without the consent of the Company (which consent shall
      not be unreasonably withheld), nor shall the Company be liable in any such
      case
      for any such loss, claim, damage, liability or action to the extent that it
      arises out of or is based upon a violation which occurs in reliance upon and
      in
      conformity with written information furnished expressly for use in connection
      with such registration by the Holder, any such partner, officer, director,
      employee, agent or controlling person of such Holder, or any such underwriter
      or
      any person who controls any such underwriter; provided, however, that the
      obligations of the Company hereunder shall be limited to an amount equal to
      the
      portion of net proceeds represented by the Registrable Securities pursuant
      to
      this Agreement.

     

    
      
        
        

      

      
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    (b)  To
      the
      extent permitted by law, each Holder whose Registrable Securities are included
      in any registration, qualification or compliance effected pursuant to this
      Agreement will indemnify the Company, and its directors, officers, agents,
      employees and each underwriter, if any, of the Company’s securities covered by
      such a registration statement, each person who controls the Company or such
      underwriter within the meaning of the Act and the rules and regulations
      thereunder, each other such Holder and each of their officers, directors,
      partners, agents and employees, and each person controlling such Holder, and
      their respective counsel against all claims, losses, damages and liabilities
      (or
      actions in respect thereof) arising out of or based on any untrue statement
      (or
      alleged untrue statement) of a material fact contained in any such registration
      statement, prospectus, offering circular or other document, or any omission
      (or
      alleged omission) to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading, and will reimburse
      the Company and such Holders, directors, officers, partners, persons,
      underwriters or control persons for any legal or any other expenses as they
      are
      reasonably incurred in connection with investigating or defending any such
      claim, loss, damage, liability or action, in each case to the extent, but only
      to the extent, that such untrue statement (or alleged untrue statement) or
      omission (or alleged omission) is made in such registration statement,
      prospectus, offering circular or other document in reliance upon and in
      conformity with written information furnished to the Company by such Holder;
      provided,
      however,
      that
      the obligations of any Holder hereunder shall be limited to an amount equal
      to
      the net proceeds to such Holder from Registrable Securities sold under such
      registration statement, prospectus, offering circular or other document as
      contemplated herein; provided, further, that the indemnity agreement contained
      in this subsection shall not apply to amounts paid in settlement of any such
      loss, claim, damage, liability or action if such settlement is effected without
      the consent of the Holder, which consent shall not be unreasonably withheld
      or
      delayed.

     

    
      
        
        

      

      
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    (c)  Each
      party entitled to indemnification under this Section (the “Indemnified
      Party”)
      shall
      give notice to the party required to provide indemnification (the “Indemnifying
      Party”)
      promptly after such Indemnified Party has actual knowledge of any claim as
      to
      which indemnity may be sought, and shall permit the Indemnifying Party to assume
      the defense of any such claim or any litigation resulting therefrom, provided
      that counsel for the Indemnifying Party, who shall conduct the defense of such
      claim or any litigation resulting therefrom, shall be approved by the
      Indemnified Party (whose approval shall not unreasonably be withheld or
      delayed), and the Indemnified Party may participate in such defense at such
      party’s expense; and provided further that if any Indemnified Party reasonably
      concludes that there may be one or more legal defenses available to it that
      are
      not available to the Indemnifying Party, or that such claim or litigation
      involves or could have an effect on matters beyond the scope of this Agreement,
      then the Indemnified Party may retain its own counsel at the expense of the
      Indemnifying Party; and provided further that the failure of any Indemnified
      Party to give notice as provided herein shall not relieve the Indemnifying
      Party
      of its obligations under this Agreement unless and only to the extent that
      such
      failure to give notice results in material prejudice to the Indemnifying Party.
      No Indemnifying Party, in the defense of any such claim or litigation, shall,
      except with the consent of each Indemnified Party, consent to entry of any
      judgment or enter into any settlement which does not include as an unconditional
      term thereof the giving by the claimant or plaintiff to such Indemnified Party
      of a release from all liability in respect to such claim or litigation. Each
      Indemnified Party shall furnish such information regarding itself or the claim
      in question as an Indemnifying Party may reasonably request in writing and
      as
      shall be reasonably required in connection with defense of such claim and
      litigation resulting therefrom.

     

    (d)  If
      the
      indemnification provided for in this Section is held by a court of competent
      jurisdiction to be unavailable to an Indemnified Party with respect to any
      loss,
      liability, claim, damage or expense referred to herein, then the Indemnifying
      Party, in lieu of indemnifying such Indemnified Party hereunder, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such loss, liability, claim, damage or expense in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party on the
      one
      hand and of the Indemnified Party on the other in connection with the statements
      or omissions which resulted in such loss, liability, claim, damage or expense
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      Indemnifying Party and of the Indemnified Party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission to state a material fact relates to information
      supplied by the Indemnifying Party or by the Indemnified Party and the parties’
relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such statement or omission.

     

    1.5  Transfer
      or Assignment of Registration Rights.
      The
      Registrable Securities, and any related benefits to the Holder hereunder may
      be
      transferred or assigned by the Holder to a permitted transferee or assignee,
      provided that the Company is given written notice of such transfer or
      assignment, stating the name and address of said transferee or assignee and
      identifying the Registrable Securities with respect to which such registration
      rights are being transferred or assigned; provided further that the transferee
      or assignee of such Registrable Securities shall be deemed to have assumed
      the
      obligations of the Holder under this Agreement by the acceptance of such
      assignment and shall, upon request from the Company, evidence such assumption
      by
      delivery to the Company of a written agreement assuming such obligations of
      the
      Holder.

     

    
      
        
        

      

      
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    1.6  Registration
      Procedures.
      In the
      case of the registration effected by the Company pursuant to this Agreement,
      the
      Company will keep the Holder advised in writing as to the initiation of each
      registration and as to the completion thereof. The Company will:

     

    (a)  Prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Act with respect to
      the
      disposition of securities covered by such registration statement;

     

    (b)  Respond
      as promptly as reasonably practicable to any comments received from the SEC
      with
      respect to a registration statement or any amendment thereto;

     

    (c)  Notify
      the Holders as promptly as reasonably practicable and (if requested by any
      such
      persons) confirm such notice in writing no later than one trading day following
      the day (i) when a prospectus or any prospectus supplement or post-effective
      amendment to a registration statement is proposed to be filed and (ii) with
      respect to a registration statement or any post-effective amendment, when the
      same has become effective; 

     

    (d)  Furnish
      such number of prospectuses and other documents incident thereto, including
      supplements and amendments, as the Holders may reasonably request; 

     

    (e)  Furnish
      to the Holders, upon request, a copy of all documents filed with and all
      correspondence from or to the SEC in connection with any such registration
      statement other than non-substantive cover letters and the like;

     

    (f)  Use
      its
      reasonable best efforts to avoid the issuance of, or, if issued, obtain the
      withdrawal of (i) any order suspending the effectiveness of a registration
      statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment; and

     

    (g)  Use
      its
      reasonable best efforts to comply with all applicable rules and regulations
      of
      the SEC.

     

    Notwithstanding
      the foregoing, if at any time or from time to time after the date hereof, the
      Company notifies the Holders in writing of the existence of an event or
      circumstance that is not disclosed in the Registration Statement and that may
      have a material effect on the Company or its business (a “Potential
      Material Event”),
      the
      Holders shall not offer or sell any Registrable Securities, or engage in any
      other transaction involving or relating to the Registrable Securities, from
      the
      time of the giving of notice with respect to a Potential Material Event until
      the Company notifies the Holders that such Potential Material Event either
      has
      been added to the Registration Statement by amendment or supplement or no longer
      constitutes a Potential Material Event; provided,
      that
      the Company may not so suspend the right of Holders for more than one hundred
      twenty (120) days in the aggregate. 

     

    1.7  Statement
      of Beneficial Ownership.
      The
      Company may require each Holder to furnish to the Company a certified statement
      as to the number of shares of Common Stock beneficially owned, including
      derivative instruments underlying Common Stock, by such Holder and the
      controlling person thereof and any other such information regarding the Holder,
      the Registrable Securities held by the Holder and the intended method of
      disposition of such securities as shall be reasonably required with respect
      to
      the registration of the Holder’s Registrable Securities. Each Holder hereby
      understands and agrees that the Company may, in its sole discretion, exclude
      the
      Holder’s shares of Common Stock from the Registration Statement in the event
      that the Holder fails to provide such information requested by the Company
      within the time period reasonably specified by the Company or is required to
      do
      so by law or the SEC.

     

    
      
        
        

      

      
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    1.8  Compliance.
      Each
      Holder covenants and agrees that he, she or it will comply with the prospectus
      delivery requirements of the Act as applicable to such Holder in connection
      with
      sales of Registrable Securities pursuant to the registration statement required
      hereunder.

     

    1.9  Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective registration
      statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the SEC a registration statement relating
      to
      an offering for its own account or the account of others under the Act of any
      of
      its Common Stock, other than an offering of securities issued pursuant to a
      Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8
      registration statement (each as promulgated under the Act or their then
      equivalents relating to equity securities to be issued solely in connection
      with
      any business combination transaction, acquisition of any entity or business
      or
      equity securities issuable in connection with stock option or other employee
      benefit plans), then the Company shall send to the Holders (together with any
      other holders of its Common Stock possessing “piggyback registration rights”
comparable to those granted to the Holders hereunder (“Rightsholders”))
      written notice of such determination and, if within fifteen (15) days after
      receipt of such notice, a Holder shall so request in writing, the Company shall
      include in such registration statement all or any part of such Registrable
      Securities such Holder requests to be registered; provided that the Company
      shall not be required to register any Registrable Securities pursuant to this
      Section that are eligible for resale pursuant to Rule 144(k) promulgated under
      the Act; and provided further that the Company may, without the consent of
      the
      Holder, withdraw such registration statement before its becoming effective
      if
      the Company or other stockholders have elected to abandon the proposal to
      register the securities proposed to be registered thereunder. If the
      registration statement is being filed for an underwritten public offering,
      a
      Holder must timely execute and deliver the usual and customary agreement among
      the Company, such Holder and the underwriters relating to the registration.
      If
      the registration statement is being filed for an underwritten offer and sale
      by
      the Company of securities for its own account and the managing underwriters
      advise the Company in writing that in their opinion the offering contemplated
      by
      the registration statement cannot be successfully completed if the Company
      were
      to also register the Registrable Shares of the Holders requested to be included
      in such registration statement, then the Company will include in the
      registration: (i) first, any securities the Company proposes to sell, (ii)
      second, any securities of any person whose securities are being registered
      as a
      result of the exercise of a demand registration right, and (iii) third, that
      portion of the aggregate number of shares being requested for inclusion in
      the
      registration statement by (X) the Holders and (Y) all other Rightsholders,
      which
      in the opinion of such managing underwriters can successfully be sold, such
      number of shares to be taken pro
      rata
      from the
      Rightsholders on the basis of the total number of shares being requested for
      inclusion in the registration statement by each Rightsholder. “Strategic
      Issuance”
shall
      mean an issuance of securities: (i) in connection with a “corporate partnering”
transaction or a “strategic alliance” (as determined by the Board of Directors
      of the Company in good faith); (ii) in connection with any financing transaction
      in respect of which the Company is a borrower; or (iii) to a vendor, lessor,
      lender, or customer of the Company, or a research, manufacturing or other
      commercial collaborator of the Company, in a transaction approved by the Board
      of Directors, provided in any case, that such issuance is not being made
      primarily for the purpose of avoiding compliance with this
      Agreement.

     

    
      
        
        

      

      
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    2.        
      Miscellaneous

     

    2.1  Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by registered or certified mail, return receipt requested,
      addressed to the Company, at Building A1, Luoshan Industrial Zone, Shanxia,
      Pinghu, Longgang, Shenzhen, Guangdong, 518111, China, Attention: George Pan,
      with
      a copy to
      (which
      shall not constitute notice) Kirkpatrick & Lockhart Preston Gates Ellis LLP,
      10100 Santa Monica Blvd., Seventh Floor, Los Angeles, California 90067,
      Attention: Thomas J. Poletti, Esq., and to the Holders at their respective
      addresses indicated on the signature page of this Agreement. Notices shall
      be
      deemed to have been given three (3) business days after the date of mailing,
      except notices of change of address, which shall be deemed to have been given
      when received.

     

    2.2  This
      Agreement may only be amended through a written instrument signed by the
      Holders, Highpower and the Company. 

     

    2.3  This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and to their respective heirs, legal representatives, successors and assigns.
      This Agreement sets forth the entire agreement and understanding between the
      parties as to the subject matter hereof and merges and supersedes all prior
      discussions, agreements and understandings of any and every nature among
      them.

     

    2.4  Notwithstanding
      the place where this Agreement may be executed by any of the parties hereto,
      the
      parties expressly agree that all the terms and provisions hereof shall be
      construed in accordance with and governed by the laws of the State of Delaware.
      

     

    2.5  This
      Agreement may be executed in counterparts. Upon the execution and delivery
      of
      this Agreement, this Agreement shall become a binding obligation of the parties
      hereto. This Agreement may be executed and delivered by facsimile.

     

    2.6  The
      holding of any provision of this Agreement to be invalid or unenforceable by
      a
      court of competent jurisdiction shall not affect any other provision of this
      Agreement, which shall remain in full force and effect.

     

    2.7  It
      is
      agreed that a waiver by either party of a breach of any provision of this
      Agreement shall not operate, or be construed, as a waiver of any subsequent
      breach by that same party.

     

    2.8  The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further action as may be necessary or
      appropriate to carry out the purposes and intent of this Agreement.

     

    2.9  The
      Company agrees not to disclose the names, addresses or any other information
      about the Holders, except as required by law, provided that the Company may
      provide information relating to the Holders as required in any registration
      statement under the Act that may be filed by the Company pursuant to the
      requirements of this Agreement. 

     

    
      
        
        

      

      
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    2.10   
      The
      obligation of each Holder hereunder is several and not joint with the
      obligations of any other Holders (the “Other
      Holders”),
      and
      each Holder shall not be responsible in any way for the performance of the
      obligations of any Other Holders. Nothing contained herein or in any other
      agreement or document delivered at the Closing, and no action taken by a Holder
      pursuant hereto, shall be deemed to constitute the Holder and the Other Holders
      as a partnership, an association, a joint venture or any other kind of entity,
      or create a presumption that the Holder and the Other Holders are in any way
      acting in concert with respect to such obligations or the transactions
      contemplated by this Agreement. Each Holder shall be entitled to protect and
      enforce the Holder’s rights, including without limitation the rights arising out
      of this Agreement, and it shall not be necessary for any Other Holder to be
      joined as an additional party in any proceeding for such purpose. The language
      used in this Agreement will be deemed to be the language chosen by the parties
      to express their mutual intent, and no rules of strict construction will be
      applied against any party. No Holder is acting as part of a “group” (as that
      term is used in Section 13(d) of the 1934 Act) in negotiating and entering
      into
      this Agreement or purchasing the Shares or acquiring, disposing of or voting
      any
      of the underlying shares of Common Stock. The Company hereby confirms that
      it
      understands and agrees that the Holders are not acting as part of any such
      group.

     

    


     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

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

     

    /s/
      Anthony C.
      Pintsopoulos                         


    Anthony
      C. Pintsopoulos

     

    /s/
      Richard
      Rappaport                                      

    Richard
      Rappaport

     

    /s/
      Jason
      Stern                                                  


    Jason
      Stern

    


    /s/
      Kevin
      DePrimio                                           


    Kevin
      DePrimio

     

     

    


    
      	SRKP 11, INC.	
            	HONG KONG HIGHPOWER TECHNOLOGY
              CO.,
              LTD.
	
            	
            	
            
	
            	
            	
            
	By: /s/
              Richard
              Rappaport                              
              	 	By: /s/
              Dang Yu
              Pan                                  
              
	Name:
              Richard
              Rappaport                              
              	 	Name: Dang
              Yu
              Pan                                  
              
	Title: President                                                
              	 	Title:  Chairman
              of the Board and Chief Executive
              Officer


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

    HOLDERS
      AND REGISTRABLE SECURITIES

    


    


    
      	
            	 	
               

              HOLDER

            	 	
              NO.
                OF SHARES BEING REGISTERED

            	 
	
              1.

            	 	Richard
              Rappaport	 	 	
              1,023,623

            	 
	
              2.

            	 	Anthony
              C. Pintsopoulos 	 	 	
              426,510

            	 
	
              3.

            	 	Kevin
              DePrimio	 	 	
              56,868

            	 
	
              4.

            	 	Jason
              Stern	 	 	
              28,434

            	 
	
              
              

            	 	 	 	 	 	 	 
	
               

            	 	 	
              TOTAL

            	 	 	
              1,535,435

            	 


    

     

    
      
        
        

      

      
        10