Unassociated Document


    EXHIBIT
      10.1

     

    SUBSCRIPTION
      AGREEMENT

     

    This
      SUBSCRIPTION AGREEMENT (“Subscription
      Agreement”)
      made
      as of this [___] day of [________],
      2007,
      by and among SRKP 11, Inc., a Delaware corporation (the “Company”);
      Hong
      Kong Highpower Technology Company Limited, a company incorporated in Hong Kong
      and upon the Closing Date (as defined below) a wholly-owned subsidiary of the
      Company (“Highpower”);
      and
      the undersigned (the “Subscriber”).

     

    WHEREAS,
      the Company, Highpower, and the shareholders of Highpower are parties to a
      certain Share Exchange Agreement dated as of [_____________] [__], 2007 (the
      “Exchange
      Agreement”),
      pursuant to which Highpower will become a wholly-owned subsidiary of the Company
      and 100% of the outstanding securities of Highpower 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 Highpower. 

     

    WHEREAS,
      as a condition to the closing of the Share Exchange, the Company intends to
      obtain subscriptions for the purchase and sale, in a private placement
      transaction (the “Offering”)
      pursuant to Regulation D promulgated under the Securities Act of 1933, as
      amended (the “Act”),
      of
      shares of common stock (the “Shares”)
      of the
      Company, par value $0.001 per share (“Common
      Stock”)
      on the
      terms and conditions hereinafter set forth, and the Subscriber desires to
      acquire that number of Shares set forth on the signature page
      hereof.

     

    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.  Subscription
      Procedure

     

    1.1  Subject
      to the terms and conditions hereinafter set forth, the Subscriber hereby
      subscribes for and agrees to purchase from the Company such number of Shares
      as
      is set forth upon the signature page hereof at a price of $1.10 per Share (the
      “Purchase
      Price”).
      The
      Company agrees to sell such Shares to the Subscriber for the Purchase
      Price.

     

    1.2  The
      subscription period will begin as of August 1, 2007 and will terminate (if
      the
      Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on
      September 30, 2007, unless extended by the Company, Highpower and the Placement
      Agent (as defined below) for up to an additional 90 days (the “Termination
      Date”).
      The
      Shares will be offered on a “best efforts” basis as more particularly set forth
      in a Confidential Private Placement Memorandum and any supplements thereto
      (the
“Offering
      Memorandum”)
      which
      shall supersede in its entirety that Executive Summary dated July 17, 2007.
      The
      final Offering Memorandum will be provided to Subscribers in the Offering no
      later than one (1) day prior to the Termination Date. The consummation of the
      Offering is subject to the satisfaction of a number of conditions to be further
      described in the Offering Memorandum, one or more of which conditions may not
      occur.

     

    1.3  Placement
      of Shares will be made by WestPark Capital, Inc. (the “Placement
      Agent”),
      which
      will receive certain compensation therefore as will be more fully described
      in
      the Offering Memorandum.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.4  The
      Purchase Price will be placed in escrow pursuant to an escrow agreement (the
      “Escrow
      Agreement”)
      by and
      among the Placement Agent, the Company and David Kagel, Esq. as escrow agent,
      and shall be paid over to the Company at the closing of the purchase of the
      Shares in the Offering (the “Closing”)
      to
      occur on the Closing Date.

     

    1.5  The
      certificates for the Common Stock bearing the name of the Subscriber will be
      delivered by the Company no later than thirty (30) days following the Closing
      Date. The Subscriber hereby authorizes and directs the Company to deliver the
      securities to be issued to such Subscriber pursuant to this Subscription
      Agreement to the residential or business address indicated in the Investor
      Questionnaire, as attached.

     

    1.6  The
      Purchase Price for the Shares purchased hereunder shall be paid by certified
      check, payable to Law Offices of David L. Kagel, a Professional Corporation,
      as
      escrow agent, or by wire transfer to Law Offices of David L. Kagel pursuant
      to
      the following instructions:

     

    Law
      Offices of David L. Kagel, a Professional Corporation 

    Subscription
      Escrow Account #2

    Wells
      Fargo Bank

    1801
      Avenue of the Stars

    Los
      Angeles, CA 90067

    Account
      #
      5763556098

    ABA
      #
      121000248

    


    1.7  The
      Company and/or Highpower may, in their sole discretion, reject any subscription,
      in whole or in part, or terminate or withdraw the Offering in its entirety
      at
      any time prior to a closing in relation thereto. Neither the Company nor the
      Placement Agent shall be required to allocate among investors on a pro rata
      basis in the event of an over-subscription.

     

    2.  Representations
      and
      Covenants of Subscriber

     

    2.1  The
      Subscriber recognizes that the purchase of Shares involves a high degree of
      risk
      in that (i) the Company will need additional capital to operate its business
      but
      has no assurance of additional necessary capital; (ii) an investment in the
      Company is highly speculative and only investors who can afford the loss of
      their entire investment should consider investing in the Company and the Shares;
      (iii) an investor may not be able to liquidate his or her investment; (iv)
      transferability of the securities comprising the Shares is extremely limited;
      (v) an investor could sustain the loss of his or her entire investment; and
      (vi)
      the Company is and will be subject to numerous other risks and uncertainties,
      including without limitation, significant and material risks relating to the
      Company’s business and the business and operations of Highpower, and the
      industries, markets and geographic regions in which the Company will compete,
      as
      well as risks associated with the Offering, the Share Exchange and the other
      transactions contemplated herein, in the Offering Memorandum and in the Exchange
      Agreement, all as more fully set forth herein and in the Offering Memorandum.
      For the avoidance of doubt, all references to the Company in this Section
      2.1
      include
      the Company’s business and operations after it acquires the business and
      operations of Highpower through the Share Exchange. 

     

    2.2  The
      Subscriber represents that he or she is an “accredited investor” as such term is
      defined in Rule 501 of Regulation D promulgated under the Act, as indicated
      by
      his or her responses to the Investor Questionnaire, the form of which is
      attached hereto as Exhibit
      A,
      and
      that he or she is able to bear the economic risk of an investment in the Shares.
      The Subscriber must complete the applicable Investor Questionnaire to enable
      the
      Company and Highpower to assess the Subscriber’s eligibility for the
      Offering.

     

    
      
        
        

      

      
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    2.3  The
      Subscriber acknowledges that he or she has prior investment experience,
      including without limitation, investment in non-listed and non-registered
      securities, or he or she has employed the services of an investment advisor,
      attorney or accountant to read all of the documents furnished or made available
      by the Company or Highpower both to him and to all other prospective investors
      in the Shares and to evaluate the merits and risks of such an investment on
      his
      or her behalf, and that he or she recognizes the highly speculative nature
      of
      this investment. 

     

    2.4  The
      Subscriber acknowledges receipt and careful review of the Offering Memorandum,
      this Subscription Agreement, and the attachments hereto and thereto
      (collectively, the “Offering
      Documents”)
      and
      hereby represents that he or she has been furnished or given access by the
      Company or Highpower during the course of this Offering with or to all
      information regarding the Company and Highpower and their respective financial
      conditions and results of operations which he or she had requested or desired
      to
      know; that all documents which could be reasonably provided have been made
      available for his or her inspection and review; that he or she has been afforded
      the opportunity to ask questions of and receive answers from duly authorized
      representatives of the Company and Highpower concerning the terms and conditions
      of the Offering, and any additional information which he or she had requested.
      The Subscriber further represents and acknowledges that the Subscriber has
      not
      seen or received any advertisement or general solicitation with respect to
      the
      sale of any of the securities of the Company, including, without limitation,
      the
      Shares.

     

    2.5  The
      Subscriber acknowledges that this Offering of Shares may involve tax
      consequences, and that the contents of the Offering Documents do not contain
      tax
      advice or information. The Subscriber acknowledges that he or she must retain
      his or her own professional advisors to evaluate the tax and other consequences
      of an investment in the Shares.

     

    2.6  The
      Subscriber acknowledges that this Offering of Shares has not been reviewed
      or
      approved by the United States Securities and Exchange Commission (“SEC”)
      because the Offering is intended to be a nonpublic offering pursuant to Section
      4(2) of the Act. The Subscriber represents that the Shares are being purchased
      for his or her own account, for investment and not for distribution or resale
      to
      others. The Subscriber agrees that he or she will not sell or otherwise transfer
      any of the securities comprising the Shares unless they are registered under
      the
      Act or unless an exemption from such registration is available and, upon the
      Company’s request, the Company receives an opinion of counsel reasonably
      satisfactory to the Company confirming that an exemption from such registration
      is available for such sale or transfer.

     

    2.7  The
      Subscriber understands that the Shares have not been registered under the Act
      by
      reason of a claimed exemption under the provisions of the Act which depends,
      in
      part, upon his investment intention. The Subscriber realizes that, in the view
      of the SEC, a purchase now with the intention to distribute would represent
      a
      purchase with an intention inconsistent with his or her representation to the
      Company, and the SEC might regard such a distribution as a deferred sale to
      which such exemption is not available.

     

    2.8  The
      Subscriber understands that Rule 144 (the “Rule”)
      promulgated under the Act requires, among other conditions, a one year holding
      period prior to the resale (in limited amounts) of securities acquired in a
      non-public offering, such as the Offering, without having to satisfy the
      registration requirements under the Act. Except as specifically set forth in
      Section
      4.1,
      the
      Subscriber understands that the Company makes no representation or warranty
      regarding its fulfillment in the future of any reporting requirements under
      the
      Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      or
      its dissemination to the public of any current financial or other information
      concerning the Company, as is required by Rule 144 as one of the conditions
      of
      its availability. The Subscriber consents that the Company may, if it desires,
      permit the transfer of the Shares out of his or her name only when his or her
      request for transfer is accompanied by an opinion of counsel reasonably
      satisfactory to the Company that neither the sale nor the proposed transfer
      results in a violation of the Act, any applicable state “blue sky” laws or any
      applicable securities laws of any other country, province or jurisdiction
      (collectively, “Securities
      Laws”).
      The
      Subscriber agrees to hold the Company, Highpower and their respective directors,
      officers and controlling persons and their respective heirs, representatives,
      successors and assigns harmless and to indemnify them against all liabilities,
      costs and expenses incurred by them as a result of any misrepresentation made
      by
      him contained herein or in the Investor Questionnaire or any sale or
      distribution by the undersigned Subscriber in violation of any Securities
      Laws.

     

    
      
        
        

      

      
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    2.9  The
      Subscriber consents to the placement of one or more legends on any certificate
      or other document evidencing his or her Shares and the Common Stock included
      in
      the Shares stating that they have not been registered under the Act and are
      subject to the terms of this Subscription Agreement, and setting forth or
      referring to the restrictions on the transferability and sale
      thereof.

     

    2.10  The
      Subscriber understands that the Company and Highpower will review this
      Subscription Agreement and the Investor Questionnaire and, if the Subscriber
      is
      a natural person, the Company and Highpower are hereby given authority by the
      undersigned to call his or her bank or place of employment. The Subscriber
      further authorizes the Company and Highpower to review the financial standing
      of
      the Subscriber; and the Subscriber agrees that the Company and Highpower reserve
      the unrestricted right to reject or limit any subscription and to close the
      offer at any time.

     

    2.11  The
      Subscriber hereby represents that the address of Subscriber furnished by him
      at
      the end of this Subscription Agreement and in the Investor Questionnaire is
      the
      undersigned’s principal residence if he or she is an individual or its principal
      business address if it is a corporation or other entity.

     

    2.12  The
      Subscriber acknowledges that if the Subscriber is a Registered Representative
      of
      a National Association of Securities Dealers, Inc. (“NASD”)
      member
      firm, he or she must give such firm the notice required by the NASD Conduct
      Rules, or any applicable successor rules of the NASD, receipt of which must
      be
      acknowledged by such firm on the signature page hereof. The Subscriber shall
      also notify the Company if the Subscriber or any affiliate of Subscriber is
      a
      registered broker-dealer with the SEC, in which case the Subscriber represents
      that the Subscriber is purchasing the Shares in the ordinary course of business
      and, at the time of purchase of the Shares, has no agreements or understandings,
      directly or indirectly, with any person to distribute the Shares or any portion
      thereof.

     

    2.13  The
      Subscriber hereby represents that, except as set forth in the Offering
      Documents, no representations or warranties have been made to the Subscriber
      by
      either the Company or Highpower or their agents, employees or affiliates and
      in
      entering into this transaction, the Subscriber is not relying on any
      information, other than that contained in the Offering Documents and the results
      of independent investigation by the Subscriber.

     

    
      
        
        

      

      
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    2.14  The
      Subscriber agrees that he or she will purchase securities in the Offering only
      if his or her intent at such time is to make such purchase for investment
      purposes and not with a view toward resale.

     

    2.15  If
      the
      undersigned Subscriber is a partnership, corporation, trust or other entity,
      such partnership, corporation, trust or other entity further represents and
      warrants that: (i) it was not formed for the purpose of investing in the
      Company; (ii) it is authorized and otherwise duly qualified to purchase and
      hold
      the Shares; and (iii) that this Subscription Agreement has been duly and validly
      authorized, executed and delivered and constitutes the legal, binding and
      enforceable obligation of the undersigned.

     

    2.16  If
      the
      Subscriber is not a United States person, such Subscriber hereby represents
      that
      it has satisfied itself as to the full observance of the laws of its
      jurisdiction in connection with any invitation to subscribe for the Shares
      or
      any use of this Subscription Agreement, including (i) the legal requirements
      within its jurisdiction for the purchase of the Shares, (ii) any foreign
      exchange restrictions applicable to such purchase, (iii) any governmental or
      other consents that may need to be obtained, and (iv) the income tax and other
      tax consequences, if any, that may be relevant to the purchase, holding,
      redemption, sale or transfer of the Shares. Such Subscriber’s subscription and
      payment for, and his or her continued beneficial ownership of the Shares, will
      not violate any applicable securities or other laws of the Subscriber’s
      jurisdiction. 

     

    2.17  The
      undersigned hereby covenants and agrees that neither it nor any of its
      affiliates has or will have an open position (e.g., short sale) in the Common
      Stock prior to the Registration Statement (as defined below) being declared
      effective by the SEC with the intent of covering such open position with Common
      Stock being registered in the Registration Statement. The undersigned hereby
      acknowledges and understands that the SEC has taken the position that such
      an
      open position would constitute a violation of Section 5 of the Act.


     

    2.18  The
      Subscriber acknowledges that (i) the Offering Memorandum contains material,
      non-public information concerning the Company within the meaning of Regulation
      FD promulgated by the SEC, and (ii) the Subscriber is obtaining such material,
      non-public information solely for the purpose of considering whether to purchase
      the Shares pursuant to a private placement that is exempt from registration
      under the Act. In accordance with Regulation FD and other applicable provisions
      of the Securities Laws, the Subscriber agrees to keep such information
      confidential and not to disclose it to any other person or entity except the
      Subscriber’s legal counsel, other advisors and other representatives who have
      agreed (i) to keep such information confidential, (ii) to use such information
      only for the purpose set forth above, and (iii) to comply with applicable
      securities laws with respect to such information. In addition, the Subscriber
      further acknowledges that the Subscriber and such legal counsel, other advisors
      and other representatives are prohibited from trading in the Company’s
      securities while in possession of material, non-public information and agrees
      to
      refrain from purchasing or selling securities of the Company until such
      material, non-public information has been publicly disseminated by the Company.
      The Subscriber agrees to indemnify and hold harmless the Company, Highpower
      and
      their respective officers, directors, employees and affiliates and each other
      person, if any, who controls any of the foregoing, against any loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any and
      all
      expenses whatsoever reasonably incurred in investigating, preparing or defending
      against any litigation commenced or threatened or any claim whatsoever) arising
      out of or based upon any false representation or warranty by the Subscriber,
      or
      the Subscriber’s breach of, or failure to comply with, any covenant or agreement
      made by the Subscriber herein or in any other document furnished by the
      Subscriber to the Company, Highpower or their respective officers, directors,
      employees or affiliates or each other person, if any, who controls any of the
      foregoing in connection with this transaction.

     

    
      
        
        

      

      
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    2.19  The
      Subscriber understands and acknowledges that (i) the Shares are being
      offered and sold to Subscriber without registration under the Act in a private
      placement that is exempt from the registration provisions of the Act under
      Section 4(2) of the Act and (ii) the availability of such exemption depends
      in part on, and that the Company will rely upon the accuracy and truthfulness
      of, the foregoing representations, and such Subscriber hereby consents to such
      reliance.

     

    3.  Representations
      by the Company
      and
      Highpower

     

    Except
      as
      set forth in the reports filed by the Company pursuant to the Securities
      Exchange Act of 1934, as amended (the “SEC
      Reports”),
      each
      of the Company and, as applicable, Highpower severally represent and warrant
      to
      the Subscriber that: 

     

    3.1  Organization
      and Authority.
      The
      Company and Highpower, and each of their respective subsidiaries, (i) is a
      corporation and company, respectively, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation and formation,
      respectively, (ii) has all requisite corporate power and company power,
      respectively, and authority to own, lease and operate its properties and to
      carry on its business as presently conducted, and (iii) has all requisite
      corporate power and company power, respectively, and authority to execute,
      deliver and perform their obligations under this Subscription Agreement and
      the
      Offering Documents being executed and delivered by it in connection herewith,
      and to consummate the transactions contemplated hereby and thereby.

     

    3.2  Qualifications.
      The
      Company and Highpower, and each of their respective subsidiaries, is duly
      qualified to do business as a foreign corporation and foreign company,
      respectively, and is in good standing in all jurisdictions where such
      qualification is necessary and where failure so to qualify could have a material
      adverse effect on the business, properties, operations, condition (financial
      or
      other), results of operations or prospects of the Company and its subsidiaries
      (after the effective time of the Share Exchange), taken as a whole.

     

    3.3  Capitalization
      of the Company.
      Immediately after the effective time of the Share Exchange (but before the
      closing of this Offering), the authorized capital stock the capitalization
      of
      the Company will consist of 100,000,000 shares of Common Stock, $0.001 par
      value
      per share and 10,000,000 shares of “blank check” Preferred Stock, par value
      $0.001 per share. Of the authorized capital stock of the Company, immediately
      after the effective time of the Share Exchange, there will be outstanding
      20,572,000 shares of Common Stock and warrants to purchase shares of Common
      Stock, and no options to purchase shares of Common Stock. Except as disclosed
      in
      the SEC Reports or the Offering Documents, there are no additional outstanding
      options, warrants, script rights to subscribe to, calls or commitments of any
      character whatsoever relating to, or securities, rights or obligations
      convertible into or exchangeable for, or giving any person any right to
      subscribe for or acquire from the Company, any shares of Common Stock, or
      contracts, commitments, understandings or arrangements by which the Company
      or
      any subsidiary is or may become bound to issue additional shares of Common
      Stock, or securities or rights convertible or exchangeable into shares of Common
      Stock. Except as described in the Offering Documents, the issuance and sale
      of
      the Shares will not obligate the Company to issue shares of Common Stock or
      other securities to any person (other than the Subscribers) and will not result
      in a right of any holder of Company securities to adjust the exercise,
      conversion, exchange or reset price under such securities. The shares of the
      Company’s capital stock outstanding immediately after the effective time of the
      Share Exchange (but before the closing of the Offering) are or will be duly
      authorized and validly issued and are or will be fully paid and nonassessable.
      None of the outstanding shares of Common Stock or options, warrants, or rights
      or other securities entitling the holders to acquire Common Stock has been
      issued in violation of the preemptive rights of any security holder of the
      Company. No holder of any of the Company’s securities has any rights, “demand,”
“piggy-back” or otherwise, to have such securities registered by reason of the
      intention to file, filing or effectiveness of the Registration Statement (as
      defined below), except as contemplated by the Exchange Agreement. The Shares
      to
      be issued to the Subscriber have been duly authorized, and when issued and
      paid
      for in accordance with this Subscription Agreement, the Common Stock will be
      duly and validly issued, fully paid and non-assessable will be duly and validly
      issued, fully paid and non-assessable.

     

    
      
        
        

      

      
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    3.4  Authorization.
      The
      Offering Documents have been duly and validly authorized by the Company and
      Highpower. This Subscription Agreement, assuming due execution and delivery
      by
      the Subscriber, when the Subscription Agreement is executed and delivered by
      the
      Company, will be, valid and binding obligations of the Company, enforceable
      in
      accordance with their respective terms, except as the enforceability hereof
      and
      thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
      or
      other similar laws now or hereafter in effect relating to or affecting
      creditors’ rights generally and general principles of equity, regardless of
      whether enforcement is considered in a proceeding in equity or at
      law.

     

    3.5  Non-Contravention.
      The
      execution and delivery of the Offering Documents by the Company and Highpower,
      the issuance of the Shares as contemplated by the Offering Documents and the
      completion by the Company and Highpower of the other transactions contemplated
      by the Offering Documents do not and will not, with or without the giving of
      notice or the lapse of time, or both, (i) result in any violation of any
      provision of the articles of incorporation or by-laws or similar instruments
      of
      the Company or Highpower or their respective subsidiaries, (ii) conflict with
      or
      result in a breach by the Company or Highpower or their respective subsidiaries
      of any of the terms or provisions of, or constitute a default under, or result
      in the modification of, or result in the creation or imposition of any lien,
      security interest, charge or encumbrance upon any of the properties or assets
      of
      the Company or Highpower or their respective subsidiaries, pursuant to any
      agreements, instruments or documents filed as exhibits to the SEC Reports or
      any
      indenture, mortgage, deed of trust or other agreement or instrument to which
      Highpower or any of its subsidiaries is a party or by which Highpower or any
      of
      its subsidiaries or any of its properties or assets are bound or affected,
      in
      any such case which would have a material adverse effect on the business,
      properties, operations, condition (financial or other), results of operations
      or
      prospects of the Company and Highpower and their respective subsidiaries, taken
      as a whole, or the validity or enforceability of, or the ability of the Company
      or Highpower to perform their obligations under, the Offering Documents, (iii)
      violate or contravene any applicable law, rule or regulation or any applicable
      decree, judgment or order of any court, United States federal or state
      regulatory body, administrative agency or other governmental body having
      jurisdiction over Highpower or any of its subsidiaries or any of its respective
      properties or assets that would have a material adverse effect on the business,
      properties, operations, condition (financial or other), results of operations
      or
      prospects of the Company and its subsidiaries (after the effective time of
      the
      Share Exchange), taken as a whole, or the validity or enforceability of, or
      the
      ability of the Company or Highpower to perform its obligations under, the
      Offering Documents, or (iv) have any material adverse effect on any permit,
      certification, registration, approval, consent, license or franchise necessary
      for the Company or its subsidiaries (after the effective time of the Share
      Exchange) to own or lease and operate any of its properties and to conduct
      any
      of its business or the ability of the Company or its subsidiaries to make use
      thereof.

     

    
      
        
        

      

      
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    3.6  Information
      Provided.
      The
      Company hereby represents and warrants to the Subscriber that the information
      set forth in the Offering Memorandum, the SEC Reports and any other document
      provided by the Company (or the Company’s authorized representatives) to the
      Subscriber in connection with the transactions contemplated by this Subscription
      Agreement, does not contain any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements therein,
      in
      the light of the circumstances under which they are made, not misleading, it
      being understood that for purposes of this Section 3.6, any statement contained
      in such information shall be deemed to be modified or superseded for purposes
      of
      this Section
      3.6
      to the
      extent that a statement in any document included in such information which
      was
      prepared and furnished to the Subscriber on a later date or filed with the
      SEC
      on a later date modifies or replaces such statement, whether or not such later
      prepared and furnished or filed statement so states. Highpower hereby represents
      and warrants to the Subscriber that the information set forth in the Offering
      Memorandum and any other document provided by Highpower (or Highpower’s
      authorized representatives) to the Subscriber in connection with the
      transactions contemplated by this Subscription Agreement, does not contain
      any
      untrue statement of a material fact or omit to state any material fact necessary
      in order to make the statements therein, in the light of the circumstances
      under
      which they are made, not misleading.

     

    3.7  Absence
      of Certain Proceedings.
      Except
      as disclosed in the SEC Reports, neither the Company nor Highpower is aware
      of
      any action, suit, proceeding, inquiry or investigation before or by any court,
      public board or body, or governmental agency pending or threatened against
      or
      affecting the Company or Highpower or any of their respective subsidiaries,
      in
      any such case wherein an unfavorable decision, ruling or finding would have
      a
      material adverse effect on the business, properties, operations, condition
      (financial or other), results of operations or prospects of the Company or
      Highpower, or the transactions contemplated by the Offering Documents or which
      could adversely affect the validity or enforceability of, or the authority
      or
      ability of the Company or Highpower to perform its obligations under, the
      Offering Documents; and to the Company’s and Highpower’s knowledge there is not
      pending or contemplated any, and there has been no, investigation by the SEC
      involving the Company or Highpower or any of their current or former directors
      or officers.

     

    3.8  Compliance
      with Law.
      Neither
      the Company nor Highpower nor any of their respective subsidiaries is in
      violation of or has any liability under any statute, law, rule, regulation,
      ordinance, decision or order of any governmental agency or body or any court,
      domestic or foreign, except where such violation or liability would not
      individually or in the aggregate have a material adverse effect on the business,
      properties, operations, condition (financial or other), results of operations
      or
      prospects of the Company and its subsidiaries (after the effective time of
      the
      Share Exchange), taken as a whole; and to the knowledge of the Company and
      Highpower there is no pending investigation that would reasonably be expected
      to
      lead to such a claim.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    3.9  Tax
      Matters.
      The
      Company and Highpower and each of their respective subsidiaries has filed all
      federal, state and local income and franchise tax returns required to be filed
      and has paid all taxes shown by such returns to be due, and no tax deficiency
      has been determined adversely to the Company or Highpower or any of their
      respective subsidiaries which has had (nor does the Company or Highpower or
      any
      of their respective subsidiaries have any knowledge of any tax deficiency which,
      if determined adversely to the Company or Highpower or any of their respective
      subsidiaries, might have) a material adverse effect on the business, properties,
      operations, condition (financial or other), results of operations, or prospects
      of the Company or any of its subsidiaries (after the effective time of the
      Share
      Exchange), taken as a whole.

     

    4.  Registration
      Rights

     

    4.1  Registration
      Requirement.
      Subject
      to the terms and limitations hereof, the Company shall file a registration
      statement on Form SB-2 or other appropriate registration document under the
      Act
      (the “Registration
      Statement”)
      for
      resale of the Shares all shares held by the shareholders of the Company
      immediately prior to the Close (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 thirty (30) days
      after the Closing Date (the “Registration
      Filing Date”),
      and
      shall use reasonable best efforts to cause such Registration Statement to become
      effective within one hundred and fifty (150) days after the Closing Date, or
      one
      hundred eighty (180) days after the Closing Date if the Registration Statement
      is subject to a full review by the SEC. 

     

    4.2  Limitation
      to Registration Requirement.
      Notwithstanding the foregoing, the Company shall not be obligated to effect
      any
      registration of the Registrable Securities or take any other action pursuant
      to
      this Section
      4:
      (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 subscriber after giving
      the
      Subscriber written notification of a Potential Material Event (defined below)
      pursuant to Section
      4.6
      hereof.


     

    4.3  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
      Subscription 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 Subscriber of
      Registrable Securities and all fees and disbursements of counsel for the
      Subscriber shall be borne by the Subscriber.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    4.4  Indemnification.

     

    (a)  To
      the
      extent permitted by law the Company will indemnify each Subscriber, each of
      its
      officers, directors, agents, employees and partners, and each person controlling
      such Subscriber, 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
      4.4(c)
      below,
      will reimburse each such Subscriber, each of its officers, directors, agents,
      employees and partners, and each person controlling such Subscriber, 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 Subscriber 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 Subscriber 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 Subscriber, any such partner, officer, director, employee, agent or
      controlling person of such Subscriber, 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 Subscription
      Agreement.

     

    (b)  To
      the
      extent permitted by law, each Subscriber whose Registrable Securities are
      included in any registration, qualification or compliance effected pursuant
      to
      this Subscription 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 Subscriber and each of their officers,
      directors, partners, agents and employees, and each person controlling such
      Subscriber, 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 Subscribers, 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 Subscriber; provided,
      however,
      that
      the obligations of any Subscriber hereunder shall be limited to an amount equal
      to the net proceeds to such Subscriber 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 Subscriber, which consent shall not be unreasonably withheld
      or delayed.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (a)  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), 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.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (b)  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.

     

    4.5  Transfer
      or Assignment of Registration Rights.
      The
      Registrable Securities, and any related benefits to the Subscriber hereunder
      may
      be transferred or assigned by the Subscriber 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 Subscriber under this Subscription 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 Subscriber.

     

    4.6  Registration
      Procedures.
      In the
      case of the registration effected by the Company pursuant to this Subscription
      Agreement, the Company will keep the Subscriber 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 Subscriber as promptly as reasonably practicable and (if requested by any
      such person) confirm such notice in writing no later than one trading day
      following the day (A) when a prospectus or any prospectus supplement or
      post-effective amendment to a registration statement is proposed to be filed
      and
      (B) 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 Subscriber may reasonably request;


     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (e)  Furnish
      to the Subscriber, 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 Subscriber 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
      Subscriber 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 Subscriber 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 Subscriber for more than 120 days
      in
      the aggregate. 

     

    4.7  Statement
      of Beneficial Ownership.
      The
      Company may require the Subscriber to furnish to the Company a certified
      statement as to the number of shares of Common Stock beneficially owned by
      such
      Subscriber and the controlling person thereof and any other such information
      regarding the Subscriber, the Registrable Securities held by the Subscriber
      and
      the intended method of disposition of such securities as shall be reasonably
      required with respect to the registration of the Subscriber’s Registrable
      Securities. The Subscriber hereby understands and agrees that the Company may,
      in its sole discretion, exclude the Subscriber’s shares of Common Stock from the
      Registration Statement in the event that the Subscriber 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.

     

    4.8  Compliance.
      Subscriber covenants and agrees that if the Shares are sold under a registration
      statement, that the Shares will only be disposed of pursuant to an effective
      statement under, and in compliance with the requirements of, the Act, including
      in accordance with the plan of distribution set forth in the registration
      statement and in compliance with the prospectus delivery requirements of the
      Act
      as applicable to such Subscriber in connection with sales of Registrable
      Securities pursuant to the registration statement required hereunder. Subscriber
      understands and acknowledges that the Company and the Company’s counsel may rely
      on the statements and covenants made in this Section for purposes of providing
      a
      legal opinion to the transfer agent for removal of a restrictive legend under
      the Act.

     

    4.9  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 Subscriber (together with
      any
      other holders of its Common Stock possessing “piggyback registration rights”
comparable to those granted to the Subscriber hereunder (“Rightsholders”))
      written notice of such determination and, if within fifteen (15) days after
      receipt of such notice, the Subscriber shall so request in writing, the Company
      shall include in such registration statement all or any part of such Registrable
      Securities such Subscriber 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
      Subscriber, 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,
      the
      Subscriber must timely execute and deliver the usual and customary agreement
      among the Company, such Subscriber and the underwriters relating to the
      registration including a lock-up agreement if requested by the underwriters
      with
      respect to any shares of Common Stock not included in the registration, on
      terms
      no less favorable than those agreed to by the Company, its directors and its
      officers. 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 Subscriber
      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 Subscriber 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
      Subscription Agreement.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    4.10  “Lock-Up”
      Agreement. 
      The Subscriber agrees that, during the period from the date hereof until that
      date that is twelve (12) months following the date on which the Company's Common
      Stock begins to be listed or quoted on either the New York Stock Exchange,
      American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market or the
      OTC
      Bulletin Board (the "Listing
      Date")
      that,
      it, he or she shall not, directly or indirectly sell, assign, exchange,
      distribute, offer to sell, contract to sell (including, without limitation,
      any
      short sale), hypothecate, pledge, grant any option to purchase or otherwise
      transfer or dispose of any Shares of the Company held by it, him or her and
      purchased further to this Subscription Agreement, at any time during such
      period, except that one-tenth of the Shares acquired hereunder shall be
      automatically released from this lock-up provision on the date that is ninety
      (90) days after the Listing Date (the “Initial
      Release Date”)
      and
      then the Shares will be released
      on a
      monthly
      basis after the Initial Release Date on a pro rata basis over the next nine
      months.   WestPark Capital, Inc., in its discretion, may release some
      or all the Shares earlier than the schedule set forth in this
      section.
      In
      order
      to enforce the foregoing covenant, the Company may impose stop-transfer
      instructions with respect to and place restrictive legends on the certificates
      evidencing the Shares of the Company, and the Subscriber agrees to further
      execute a lock-up agreement which encompasses the terms of this Section
      4.10,
      in
      substantially the form attached hereto as Exhibit
      B.

     

    
      
        
        

      

      
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    5.  Miscellaneous

     

    5.1  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 Hong Kong Highpower Technology Co., Ltd., c/o
      Shenzhen Highpower Technology Co., Ltd., Bldg A1, A2 Luoshan Industrial Zone
      Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, China 518111., Attention: Mr.
      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 Subscriber at his address
      indicated on the signature page of this Subscription 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.

     

    5.2  This
      Subscription Agreement may be amended through a written instrument signed by
      the
      Subscriber, Highpower and the Company; provided, however, that the terms of
      Section 4 of this Subscription Agreement may be amended without the consent
      or
      approval of the Subscriber so long as such amendment applies in the same fashion
      to the subscription agreements of all of the other subscribers for Shares in
      the
      Offering and at least holders of a majority of the Shares sold in the Offering
      have given their approval of such amendment, which approval shall be binding
      on
      all holders of Shares. 

     

    5.3  This
      Subscription 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 Subscription 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.

     

    5.4  Notwithstanding
      the place where this Subscription 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. 

     

    5.5  This
      Subscription Agreement may be executed in counterparts. It shall not be binding
      upon the Company and Highpower unless and until it is accepted by the Company
      and Highpower. Upon the execution and delivery of this Subscription Agreement
      by
      the Subscriber, this Subscription Agreement shall become a binding obligation
      of
      the Subscriber with respect to the purchase of Shares as herein provided;
      subject, however, to the right hereby reserved to the Company to enter into
      the
      same agreements with other subscribers and to add and/or to delete other persons
      as subscribers. This Agreement may be executed and delivered by
      facsimile.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    5.8  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 Subscription
      Agreement.

     

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

     

    5.10  The
      obligation of the Subscriber hereunder is several and not joint with the
      obligations of any other subscribers for the purchase of Shares in the Offering
      (the “Other Subscribers”), and the Subscriber shall not be responsible in any
      way for the performance of the obligations of any Other Subscribers. Nothing
      contained herein or in any other agreement or document delivered at the Closing,
      and no action taken by the Subscriber pursuant hereto, shall be deemed to
      constitute the Subscriber and the Other Subscribers as a partnership, an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Subscriber and the Other Subscribers are in any way acting
      in concert with respect to such obligations or the transactions contemplated
      by
      this Subscription Agreement. The Subscriber shall be entitled to protect and
      enforce the Subscriber’s rights, including without limitation the rights arising
      out of this Subscription Agreement, and it shall not be necessary for any Other
      Subscriber 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. The Subscriber is not 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 Subscription 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 Subscriber is not acting as part of any such group.

     

     

    [SIGNATURE
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        16

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	 	 
	Full Legal Name of Subscriber (Please
              print) 	 	Full Legal Name of Co-Subscriber (if
              applicable)
	
            	 	
            
	 	 	 
	
              Signature
                of (or on behalf of) Subscriber 

              Name:

              Title:
                

            	 	Signature
              of or on behalf of Co-Subscriber (if applicable)
	
            	 	
            
	 	 	 
	Address of Subscriber	 	Address of Co-Subscriber (if
              applicable)
	
            	 	
            
	 	 	 
	
              Social Security or Taxpayer

              Identification Number of Subscriber

            	 	
              Social Security or Taxpayer Identification

              Number of Co-Subscriber (if
                applicable)

            
	
            	 	
            
	 	 	
            
	Number of Shares Subscribed For	 	
            
	
            	 	
            
	
            	 	 
	Subscription Agreed to and Accepted	 	 
	 	 	 
	SRKP 11, INC.	 	
              HONG KONG HIGHPOWER 

              TECHNOLOGY COMPANY
                LIMITED

            
	 	 	 
	By:_________________________	 	By:_________________________
	Name:_______________________	 	Name:_______________________
	Title:________________________	 	Title:________________________


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

    


    LOCK-UP
      AGREEMENT

    


    Highpower
      Technology Company, Inc.

    c/o
      Shenzhen Highpower Technology Co., Ltd.

    Bldg
      A1,
      A2 Luoshan Industrial Zone Shanxia, 

    Pinghu,
      Longgang, Shenzhen, Guangdong

    China
      518111

    


    WestPark
      Capital, Inc.

    1900
      Avenue of the Stars, Suite 310

    Los
      Angeles, CA 90067

    


    


    The
      undersigned, being a security holder of Highpower Technology Company, Inc.
      (formerly known as SRKP 11, Inc. and referred to herein as the “Company”)
      and
      receiving his/her/its shares of Common Stock as an investor in the Company’s
      private offering that closed on [__________], 2007 (the “Private
      Offering”),
      hereby delivers this Lock-up Agreement to the Company. 

    


    The
      undersigned recognizes that it is in the best financial interests of the Company
      and of the undersigned, as a shareholder of the Company, that the Company Common
      Stock received by the undersigned pursuant to the Private Offering 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 Common Stock received by the undersigned in the Private Offering, or
      (ii) any interest (including, without limitation, an option to buy or sell)
      in
      any such shares of the Company 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 shares of the Company Common Stock received
      by the undersigned in the Private Offering 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 “Lock-Up
      Restrictions”).
      

    


    One-tenth
      of the undersigned’s shares of the Company’s Common Stock acquired in the
      Private Offering shall be released from the Lock-Up Restrictions on the date
      that is ninety (90) days subsequent to the date on which the Company’s Common
      Stock begins to be listed or quoted on either the New York Stock Exchange,
      American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market or the
      OTC
      Bulletin Board (the “Initial
      Release Date”),
      and
      the undersigned’s shares will automatically be released from the Lock-Up
      Restrictions on a monthly basis after the Initial Release Date on a pro rata
      basis over the next nine 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 received by the undersigned
      in
      the Private Offering bear a legend as set forth below and such 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 HIGHPOWER TEXHNOLOGY
      COMPANY, INC., 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. 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
      ON NEXT PAGE]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Lock-Up Agreement as of
      the
      date first written above.

     

    


                ________________________________________

    Printed
      Name of Holder

     

    


    Signature_______________________________________        

    


     

    By:____________________________________________           

    


     

    Title
      (if
      applicable):________________________________