Exhibit 10.17


 


CONFORMED
COPY


 


THIS
WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED PURSUANT TO AN
EXEMPTION THEREFROM.  EXCEPT AS PERMITTED
UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, THE WARRANT AND ANY SHARES
ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


*****************************************


 


ORDINARY SHARES
PURCHASE WARRANT


 


RELATING TO
ORDINARY SHARES HELD BY


 


LAKES INVEST
LIMITED


 


IN


 


TRONY SOLAR
HOLDINGS COMPANY LIMITED


 


*****************************************


 


This
certifies that, for good and valuable consideration, Lakes Invest Limited, a
British Virgin Islands company (the “FounderCo”), grants to ICBC
International Overseas Investment Ltd., (the “Warrantholder”), the right
to purchase from the FounderCo the number of validly issued, fully paid and
nonassessable shares of Ordinary Shares, $0.0001 par value of the Company (the “Ordinary
Shares”) held by the FounderCo in Trony Solar Holdings Company Limited, a
Cayman Islands company (the “Company”) determined in accordance with Section 1.1
hereof, at a purchase price per share (the “Exercise Price”) determined
as set forth in Section 1.1 hereof, exercisable once only on the Exercise
Date, as defined in Section 1.5 hereof, all subject to the terms,
conditions and adjustments herein set forth. 
“Warrant Shares” shall refer to the Ordinary Shares to be
purchased pursuant to this Warrant.  See Section 8
for definitions of certain other terms used herein.


 

















 


1.                                       Warrant Terms Generally.


 


1.1                                 Number of Warrant Shares and
Exercise Price.


 


Subject
to Section 1.5 below, this Warrant shall enable the Warrantholder to
purchase up to a number of Ordinary Shares held by the FounderCo calculated
pursuant to the following formula, as such number may be adjusted pursuant to Section 6
hereof, at an Exercise Price per Warrant Share calculated as set forth below:


 


W


X =         Y


 


P =          Y x (1-Z)


 


Where


 


W =                         13,000,000; provided that in the event
that the FounderCo is unable to borrow $10,000,000 of the Loan due to failure
to comply with the conditions precedent set forth in Sections 3.2 and 3.3 of
the Loan Agreement (rather than a unilateral decision by the FounderCo that it
does not wish to borrow such $10,000,000 portion)), W shall instead be
8,666,667


 


X =                             The number of Warrant Shares to be issued
to the Warrantholder, as adjusted pursuant to Section 6


 


Y =                              The Offering Price attributable to one
Ordinary Share


 


and


 


P =                               The Exercise Price per Warrant Share


 


Z=                                 The discount rate from Exercise Price,
which shall be (i) 0.18 or (ii) a rate not less than 0.18 to be
agreed by and between FounderCo and Warrantholder if Company has not completed
its IPO within 395 days of the date hereof, provided if there is no such
agreement, 0.18.


 


1.2                                 Cash Exercise of Warrant.


 


Subject
to Section 1.5, this Warrant may be exercised by the Warrantholder by (i) the surrender of this Warrant to the FounderCo,
with a duly executed Exercise Form specifying the number of Warrant Shares
to be purchased, during normal business hours on the Exercise Date and (ii) the delivery of payment to the FounderCo, for
the account of the FounderCo by (A) wire transfer of immediately available
funds to a bank account specified by the FounderCo of the Exercise Price for
the number of Warrant Shares specified in the Exercise Form in United
States Dollars, (B) by forgiveness or the offsetting of an amount of
matured accounts receivable from the FounderCo to the Warrantholder equal to
the Exercise Price for the number 


 


2

















 


of Warrant Shares specified in the Exercise Form in
United States Dollars or (C) by any combination of the foregoing.  Subject to Section 1.5, the Company
agrees that such Warrant Shares shall be transferred to the Warrantholder as of
the close of business on the date on which this Warrant shall have been
surrendered and payment made for the Warrant Shares as aforesaid.  Subject to Section 1.5, one or more
stock powers or stock transfer forms relating to the share certificate or
certificates for the Warrant Shares specified in the Exercise Form shall
be delivered to the Warrantholder as promptly as practicable, and in any event
within 10 days thereafter.  No
adjustments shall be made on Warrant Shares issuable on the exercise of this
Warrant for any cash dividends paid or payable to holders of record of Ordinary
Shares prior to the date as of which the Warrantholder shall be deemed to be
the record holder of such Warrant Shares.


 


1.3                                 Payment of Taxes. 
The issuance of certificates for Warrant Shares shall be made without
charge to the Warrantholder for any stock transfer or other issuance tax in
respect thereto.


 


1.4                                 Information. 
Upon receipt of a written request from the Warrantholder, the FounderCo
agrees to deliver promptly to the Warrantholder a copy of the Company’s current
financial statements and to provide such other information concerning the
Company as is available to the FounderCo and as the Warrantholder may
reasonably request in order to assist the Warrantholder in evaluating the
merits and risks of exercising the Warrant and to make an informed investment
decision in connection with such exercise. 
The FounderCo will keep the Warrantholder updated on the IPO process and
will inform the Warrantholder promptly of the Exercise Date occurring and of
the Offering Price of one Ordinary Share.


 


1.5                                 Exercise Date. 
This Warrant shall be exercisable, in whole or in part, on one occasion
only on the date (so long as such date falls on or prior to the Expiry Date) on
which the Offering Price is determined in connection with the IPO (such date,
the “Exercise Date”).  This
Warrant shall lapse and cease to be valid for any purpose to the extent not
exercised on or prior to the earlier to occur of the Exercise Date and the
Expiry Date.


 


2.                                       Restrictions on Transfer;
Restrictive Legends.


 


2.1                                 Restrictions on Transfer;
Compliance with Securities Laws.


 


(a)                                  This Warrant and the Warrant Shares
transferred upon the exercise of the Warrant are freely transferable and
assignable by the Warrantholder, provided that (x) this Warrant and
the Warrant Shares transferred upon the exercise of the Warrant are not
assignable or transferrable during the Lock-Up Period and (y) following
the Lock-Up Period, the Warrant Shares issued upon the exercise of the Warrant
may only be transferred or assigned in whole or in part in compliance with all
applicable federal and state securities laws by the transferor and transferee.


 


(b)                                 The Warrantholder, by acceptance hereof,
acknowledges that this Warrant and the Warrant Shares to be purchased upon
exercise hereof are being acquired solely for the Warrantholder’s own account
and not as a nominee for any other party, and for investment, and that the
Warrantholder will not offer, sell or otherwise dispose of any Warrant 


 


3

















 


Shares to be transferred upon exercise hereof except
under circumstances that will not result in a violation of the Securities Act
or any state securities laws.  Upon
exercise of this Warrant, the Warrantholder shall, if requested by the
FounderCo, confirm in writing, in a form satisfactory to the FounderCo (as
applicable), that the Warrant Shares so purchased are being acquired solely for
the Warrantholder’s own account and not as a nominee for any other party, for
investment, and not with a view toward distribution or resale.  The Warrantholder represents and warrants to
the FounderCo that the Warrantholder is an “accredited investor” as that term
is defined in Rule 501(a) of Regulation D promulgated under the 1933
Act.  The Warrantholder understands that
the Warrant and any Warrant Shares acquired upon exercise of this Warrant are
being offered and sold to the Warrantholder in reliance on specific exemptions
from the registration requirements of the United States federal and state
securities laws and that the FounderCo is relying in part upon the truth and
accuracy of, and the Warrantholder’s compliance with, the representations,
warranties, agreements, acknowledgments and understandings of the Warrantholder
set forth herein in order to determine the availability of such exemptions and
the eligibility of the Warrantholder to initially acquire the Warrant Shares.


 


2.2  Restrictive Legends. 
This Warrant shall (and each Warrant issued in substitution for this
Warrant issued pursuant to Section 4 shall) be stamped or otherwise
imprinted with a legend in substantially the following form:


 


“THIS WARRANT AND
ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION
THEREFROM.  EXCEPT AS PERMITTED UNDER
APPLICABLE FEDERAL AND STATE SECURITIES LAWS, THE WARRANT AND ANY SHARES
ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


Except as otherwise
permitted by this Section 2, each stock certificate for Warrant Shares
transferred upon the exercise of any Warrant and each stock certificate issued
upon the direct or indirect transfer of any such Warrant Shares shall be
stamped or otherwise imprinted with a legend in substantially the following
form:


 


“THE SHARES
EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES
LAWS, AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM.  EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL
AND STATE SECURITIES LAWS, THE SHARES MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION 


 


4

















 


UNDER THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


Notwithstanding
the foregoing, the Warrantholder may require the Company to issue a stock
certificate for Warrant Shares without a legend if (i) such Warrant
Shares, as the case may be, have been registered for resale under the
Securities Act or sold pursuant to Rule 144 under the Securities Act (or a
successor rule thereto) or (ii) the Warrantholder has received an
opinion of counsel reasonably satisfactory to the Company that such registration
is not required with respect to such Warrant Shares.  If either condition in the foregoing sentence
has been satisfied, the Company shall, without expense (except for the payment
of any applicable transfer tax) and as expeditiously as possible, issue a new
stock certificate not bearing such legend.


 


2.3                                 [Reserved].


 


2.4                                 Split-Up, Combination and
Exchange of Warrants.  This Warrant may be split up, combined or
exchanged for another Warrant or Warrants containing the same terms to purchase
a like aggregate number of Warrant Shares. 
If the Warrantholder desires to split up, combine or exchange this
Warrant, he or it shall make such request in writing delivered to the FounderCo
and shall surrender to the FounderCo this Warrant and any other Warrants to be
so split-up, combined or exchanged.  Upon
any such surrender for a split-up, combination or exchange, the FounderCo shall
execute and deliver to the person entitled thereto a Warrant or Warrants, as
the case may be, as so requested.  The
FounderCo shall not be required to effect any split-up, combination or exchange
which will result in the issuance of a Warrant entitling the Warrantholder to
purchase upon exercise a fraction of an Ordinary Share or a fractional
Warrant.  The FounderCo may require the
Warrantholder to pay a sum sufficient to cover any tax or governmental charge
that maybe imposed in connection with any split up, combination or exchange of
Warrants.


 


3.                                       Reservation of Shares


 


The
FounderCo covenants and agrees that all Warrant Shares which are transferrable
upon the exercise of this Warrant have been validly issued, are fully paid and
are nonassessable and free from all taxes and Encumbrances, other than
Permitted Encumbrances and taxes in respect of any transfer occurring
contemporaneously with such issue.  The
FounderCo further covenants and agrees that, until the earlier of the Exercise
Date and the Expiry Date, the FounderCo will at all times hold a sufficient
number of Ordinary Shares to provide for the exercise of the rights represented
by this Warrant.  The FounderCo further
warrants that, as of the date hereof, the Warrant Shares are free of preemptive
rights.


 


4.                                       Exchange, Loss or Destruction of
Warrant.


 


Upon
receipt by the FounderCo of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant and, in the case of loss,
theft or destruction, of such bond or indemnification as the FounderCo may
reasonably require, and, in the case of such mutilation, upon surrender and
cancellation of this Warrant, the FounderCo will execute 


 


5

















 


and deliver a new Warrant of like tenor.  The term “Warrant” as used in this Warrant
shall be deemed to include any Warrants issued in substitution or exchange for
this Warrant.


 


5.                                       Ownership of Warrant.


 


The
FounderCo shall cause the Company to treat the person in whose name this
Warrant is registered (or such person’s permitted assignees and transferees, as
the case may be) as the holder and owner hereof (notwithstanding any notations
of ownership or writing hereon made by anyone other than the FounderCo) for all
purposes and shall not be affected by any notice to the contrary.


 


6.                                       Certain Adjustments.


 


6.1                                 Fractional Shares.  No fractional Ordinary Shares
or scrip shall be issued or transferred to the Warrantholder in connection with
the exercise of this Warrant.  In the
event that the calculation of the number of Warrant Shares pursuant to Section 1.1
would provide for the transfer of any fractional Ordinary Shares, the number of
Warrant Shares shall be reduced by the minimum number necessary so that a
transfer of any fractional Ordinary Share shall not be required.


 


6.2                                 No Adjustment for Dividends. 
Except as provided in Section 6.1, no adjustment in respect of any
dividends shall be made during the term of the Warrant or upon the exercise of
this Warrant.


 


7.                                       Notices of Corporate Action.


 


In the event of:


 


(a)                                  any taking by the Company of a record of the holders
of any class of securities for the purpose of determining the holders thereof
who are entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class
or any other securities or property, or to receive any other right, or


 


(b)                                 any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any
redemption or conversion of outstanding Ordinary Shares, or


 


(c)                                  any voluntary or involuntary dissolution, liquidation
or winding-up of the Company, the FounderCo will (or cause the Company to) mail
to the Warrantholder a notice specifying (i) the
date or expected date on which any such record is to be taken for the purpose
of such dividend, distribution or right and the amount and character of any
such dividend, distribution or right and (ii) the
date or expected date on which any such reorganization, reclassification,
recapitalization, redemption or conversion of Ordinary Shares, dissolution,
liquidation or winding-up is to take place and the time, if any such time is to
be fixed, as of which the holders of record of Ordinary Shares (or other
securities) shall be entitled to exchange their Ordinary Shares (or other
securities) for the securities or other property deliverable upon such 


 


6

















 


reorganization, reclassification, recapitalization,
redemption or conversion of Ordinary Shares, dissolution, liquidation or
winding-up.  Such notice shall be mailed
at least 20 days prior to the date therein specified, in the case of any
date referred to in the foregoing subdivision (i), and at least 20 days
prior to the date therein specified, in the case of the date referred to in the
foregoing subdivision (ii).


 


8.                                       Definitions.


 


As
used herein, unless the context otherwise requires, the following terms have
the following respective meanings:


 


Business
Day:  means a day on which banks are open for
business in Hong Kong and the British Virgin Islands, other than a Saturday or
a Sunday.


 


Company: 
Trony Solar Holding Company Limited, an exempted company with limited
liability incorporated and existing under the laws of the Cayman Islands.


 


Encumbrances: (a) any mortgage, charge (whether
fixed or floating), pledge, lien, hypothecation, assignment, deed of trust,
title retention, security interest or other encumbrance of any kind securing,
or conferring any priority of payment in respect of, any obligation of any
person, including without limitation any right granted by a transaction which,
in legal terms, is not the granting of security but which has an economic or
financial effect similar to the granting of security under applicable law, (b) any
lease, sub-lease, occupancy agreement, easement or covenant granting a right of
use or occupancy to any person, (c) any proxy, voting trust agreement,
option, right of first offer or refusal or transfer restriction in favor of any
person and (d) any adverse claim as to title, possession or use.


 


Exchange
Act:  the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations
of the SEC thereunder, all as the same shall be in effect at the time.  Reference to a particular section of the
Securities Exchange Act of 1934, as amended, shall include a reference to a
comparable section, if any, of any successor federal statute.


 


Exercise
Form:  an Exercise Form in the form annexed
hereto as Exhibit A.


 


Exercise
Price:  the meaning specified on the cover of this
Warrant, as such price may be calculated pursuant to Section 1.1 hereof.


 


Expiry
Date: The first
anniversary of the date of repayment or prepayment in full of the Loan.


 


IPO: the closing of the Company’s first sale
of its shares in a firm commitment underwritten initial public offering that
results in such securities being listed or registered on a Qualified Exchange.


 


Loan: 
the loans to be made pursuant to the Loan Agreement.


 


7














 


Loan
Agreement: the
Loan Agreement, dated as of October 2, 2009, between the FounderCo and
ICBC International Finance Ltd.


 


Lock-Up
Period: the
period commencing on the date hereof and ending on the date falling 180 days
after the effective date of the Company’s registration statement with respect
to the IPO.  Such lock-up agreement shall
be entered into either with the Company or the underwriters for the IPO.


 


Offering
Price:  the initial public offering price
attributable to one Ordinary Share of the Company.


 


Permitted
Encumbrances:  (a) Encumbrances securing the payment of
taxes, either not yet due or the validity of which is being contested in good
faith by appropriate proceedings, (b) other Encumbrances which arise by
operation of law, and not as a result of any default (provided that such liens
do not materially interfere with FounderCo’s use of the Warrant Shares,
materially lessen the value of the Warrant Shares or materially impair the
Warrantholder’s interests in the Warrant Shares), (c) Encumbrances in
favor of the Warrantholder or any of its affiliates and (d) restrictions
on transfer under the securities laws and any agreement to which the
Warrantholder becomes a party.


 


Person: any individual, sole proprietorship,
partnership, estate, trust, unincorporated organization, association,
corporation, institution, public benefit corporation, entity, governmental or
regulatory authority or other entity of any kind or nature.


 


Qualified
Exchange: any of (i) the
New York Stock Exchange, (ii) the Nasdaq Global Market System, (iii) the
Main Board of the Hong Kong Stock Exchange, or (iv) any other
internationally-recognized stock exchange.


 


SEC: 
the Securities and Exchange Commission or any other federal agency at
the time administering the Securities Act or the Exchange Act, whichever is the
relevant statute for the particular purpose.


 


Securities
Act:  the Securities Act of 1933, as amended, or
any successor federal statute, and the rules and regulations of the SEC
thereunder, all as the same shall be in effect at the time.  Reference to a particular section of the
Securities Act of 1933, as amended, shall include a reference to the comparable
section, if any, of any successor federal statute.


 


Series A
Investors: the
holders of the Series A Preferred Shares of the Company.


 


Warrantholder: 
ICBC International Overseas Investment Ltd., its affiliates or its
permitted assignees and transferees of this Warrant pursuant to the terms
hereof.


 


Warrant
Shares:  the meaning specified on the cover of this
Warrant, subject to the provisions of Section 6.


 


8

















 


9.             Miscellaneous.


 


9.1           Entire Agreement. 
This Warrant constitutes the entire agreement between the Company and
the Warrantholder with respect to this Warrant and the Warrant Shares.


 


9.2           Binding Effects; Benefits. 
This Warrant shall inure to the benefit of and shall be binding upon the
FounderCo and the Warrantholder and their respective successors.  Nothing in this Warrant, expressed or
implied, is intended to or shall confer on any person other than the FounderCo
and the Warrantholder (and, where specified, the Company), or their respective
successors, any rights, remedies, obligations or liabilities under or by reason
of this Warrant.


 


9.3           Amendments and Waivers. 
This Warrant may not be modified or amended except by an instrument or
instruments in writing signed by the FounderCo and the Warrantholder.  Either the FounderCo or the Warrantholder
may, by an instrument in writing, waive compliance by the other party with any
term or provision of this Warrant on the part of such other party hereto to be
performed or complied with.  The waiver
by any such party of a breach of any term or provision of this Warrant shall
not be construed as a waiver of any subsequent breach.


 


9.4           Section and Other Headings.  The section and other headings contained in
this Warrant are for reference purposes only and shall not be deemed to be a
part of this Warrant or to affect the meaning or interpretation of this
Warrant.


 


9.5           Further Assurances. 
The FounderCo shall do and perform, and shall cause Company and its
subsidiaries to do and perform, all such further acts and things and execute
and deliver all such other certificates, instruments and documents as
Warrantholder may, at any time and from time to time, reasonably request in
connection with the performance of any of the provisions of this Warrant,
including, but not limited to, the entering of Warrantholder (or its affiliate,
assignee or transferee as the case may be) into the register of members of the
Company as the holder of the Warrant Shares upon the exercise of the Warrant.


 


9.6           Notices.  All notices
and other communications required or permitted to be given under this Warrant
shall be in writing and shall be deemed to have been duly given upon personal
delivery to the party to be notified, or when sent by telecopier (with receipt
confirmed and promptly confirmed by personal delivery, first class mail, or
courier), or internationally recognized overnight courier service and addressed
as follows (or at such other address as a party may designate by notice to the
other):


 


If to the
Warrantholder, to:


 


ICBC International
Overseas Investment, Ltd.


17/F &
18/F, Three Pacific Place


1 Queen’s Road
East


Hong Kong


Facsimile No.: +852-2683-3888


Attn: Pan Fusheng/
Jimmy Zhu


Email:
jjmzhu@icbci.com.hk


 


9

















 


If to the
FounderCo, to:


 


Lakes Invest
Limited


Commonwealth Trust
Limited


Drake Chambers,
Road Town, Tortola,


British Virgin
Islands


Facsimile
No.:  (86) 755-8328-2919


Email:
chu.howard@trony.com


 


and


 


Simpson Thacher &
Bartlett LLP


35/F ICBC Tower


3 Garden Road


Central, Hong Kong


Facsimile
No.:  +852-2869-7694


Attn: Leiming Chen, Esq.


 


Except as otherwise
provided herein, all such notices and communications shall be deemed to have
been received on the date of delivery thereof, if delivered personally or by
overnight courier or facsimile transmission (if promptly confirmed as stated
above), or on the third Business Day after the mailing thereof.


 


9.7           Severability.  Any
term or provision of this Warrant which is invalid or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable the
terms and provisions of this Warrant or affecting the validity or
enforceability of any of the terms or provisions of this Warrant in any other
jurisdiction.


 


9.8           Governing Law.  This
Warrant shall be deemed to be a contract made under the laws of the State of
New York (irrespective of its choice of law principles).


 


9.9           No Rights or Liabilities as Stockholder.  Nothing contained in this Warrant shall be
determined as conferring upon the Warrantholder any rights as a stockholder of
the Company or as imposing any liabilities on the Warrantholder to purchase any
securities whether such liabilities are asserted by the Company or by creditors
or stockholders of the Company or otherwise.


 


9.10         No Inconsistent Agreements.  The FounderCo will not, and shall cause
Company not to, on or after the date of this Warrant enter into any agreement
with respect to the Ordinary Shares it holds in the Company which is
inconsistent with the rights granted to the Warrantholder or otherwise
conflicts with the provisions hereof. 
The rights granted to the Warrantholder hereunder do not in any way
conflict with and are not inconsistent with the rights granted to holders of
the Company’s securities under any other agreements.  The FounderCo covenants that the Warrant
Shares will be free of preemptive rights and other Encumbrances, except for
Permitted Encumbrances.


 


10

















 


9.11         Attorneys’ Fees.  In any action or proceeding brought to
enforce any provisions of this Warrant, or where any provision hereof is
validly asserted as a defense, the successful party shall be entitled to
recover reasonable attorneys’ fees and disbursements in addition to its costs
and expenses and any other available remedy.


 


9.12         Dispute
Resolution.  Any dispute, controversy or claim arising
out of or relating to this Agreement, or the breach, termination or invalidity
thereof, shall be settled by arbitration in the Hong Kong Special
Administrative Region of the People’s Republic of China under the Hong Kong
International Arbitration Centre Administered Arbitration Rules (the “Rules”) in force when the Notice of Arbitration (as defined
by the Rules) is submitted in accordance with these Rules.  The number of arbitrators shall be three and
the arbitration proceedings shall be conducted in English.


 


9.13         Service
of Process.  The FounderCo
hereby irrevocably designate and appoint Law Debenture Corporate Services Inc.
(the “FounderCo Process Agent”),
as the authorized agent of the FounderCo upon whom process may be served in any
such suit or proceeding, it being understood that the designation and
appointment of the FounderCo Process Agent as such authorized agent shall
become effective immediately without any further action on the part of the
FounderCo.  The FounderCo hereby
represents that he/she/it has notified the FounderCo Process Agent of such
designation and appointment and that the FounderCo Process Agent has accepted
the same in writing.  The FounderCo
hereby authorizes and directs the FounderCo Process Agent to accept such
service on his/her/its behalf.  The above
designation and authorization of the FounderCo Process Agent shall not be
revoked without the prior written consent of the Warrantholder.  The FounderCo further agree that service of
process upon the FounderCo Process Agent and written notice of said service to
the FounderCo mailed by prepaid registered first class mail or delivered to the
FounderCo Process Agent at its principal office shall be deemed in every
respect effective service of process upon the FounderCo in any suit or
proceeding.  Nothing herein shall affect
the right of any party hereto to serve process in any other manner permitted by
law.  The FounderCo further agree to take
any and all action, including the execution and filing of any and all such
documents and instruments as may be necessary to continue such designation and
appointment of the FounderCo Process Agent in full force and effect so long as
the FounderCo have any outstanding obligations under this Warrant.


 


9.14         No
Impairment.  The FounderCo will not cooperate with or
facilitate any amendment of its or the Company’s Memorandum and Articles of
Association or other constitutional documents, or any reorganization,
consolidation, merger, dissolution, issue or sale of shares, sale of assets or
any other voluntary action, so as to avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights
of the Warrantholder against impairment.


 


9.15         Representations
and Warranties.  The FounderCo
covenants that the representations and warrants set forth in Exhibit B
hereto are true and correct in all material respects as of the date of this
Warrant.


 


11

















 


[remainder of page intentionally left blank;
signature page follows]


 


12

















 


 


IN WITNESS WHEREOF, the FounderCo has caused this
Warrant to be signed by its duly authorized officer as of October 12,
2009.


 


 


	
   

  	
  LAKES INVEST LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LI YI

  
	
   

  	
  Name: Li Yi

  
	
   

  	
  Title: Director

  



 


SIGNATURE PAGE TO WARRANT


 

















 


Exhibit A


 


EXERCISE FORM


 


(To be executed
upon exercise of this Warrant)


 


To:  Lakes Invest Limited


 


The
undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant, to purchase
                                
Warrant Shares (calculated in accordance with Section 1.1 of this
Warrant), and tenders herewith payment of the purchase price (total Exercise
Price in respect of all Warrant Shares) in full in the form of (complete as
applicable):


 


o                                    cash (via wire transfer) or a certified
or official bank check, to the order of Lakes Invest Limited, in the amount of
United States Dollars
                            
in accordance with the terms of this Warrant; and/or


 


o                                    forgiveness of accounts receivable of
Lakes Invest Limited to Warrantholder in the amount of United States Dollars
                            
in accordance with the terms of this Warrant.


 


The undersigned requests
that a [stock power] relating to certificate (or certificates) for such Warrant
Shares be executed in the name of the undersigned and that such [stock power]
be delivered to the undersigned’s address below.


 


	
  Dated:

  	
   

  	
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  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Street Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City)                                   (State)

  	
  (Zip Code)

  



 

















 


Exhibit B


 


Corporate Status.  The FounderCo
is organized under the laws of the British Virgin Islands and is duly
incorporated, validly existing, and in good standing under the laws of the
British Virgin Islands.


 


Authorization.  All corporate
action on the part of the FounderCo and its officers, directors and
shareholders necessary for the FounderCo to execute and perform this Warrant
has been taken.


 


Validity of Warrant.  This Warrant
is a legally valid and binding obligation of the FounderCo.  Upon transfer, the Warrant Shares will have
been duly authorized, validly issued, fully paid and non-assessable, and be
free of any Encumbrances except for Permitted Encumbrances.  The issuance of this Warrant and the transfer
of the Warrant Shares do not and will not violate any agreements to which the
FounderCo is, or at the time of issuance will be, a party.


 


Sufficient
Ordinary Shares.  The FounderCo holds a sufficient number of
Ordinary Shares in the Company to enable the transfer of the Warrant Shares.


 


No Inconsistent Agreements.  The FounderCo
has not previously entered into, and will not on or after the date of this
Warrant enter into, any agreement with respect to the securities it holds in
the Company that is inconsistent with this Warrant or that would preclude the
FounderCo from discharging its obligations hereunder.


 


Governmental
and Third Party Consents.  All consents, approvals, orders,
authorizations, registrations, qualifications, designations, declarations or
filings with or from any governmental agency or authority or any other person
or entity required on the part of the FounderCo in connection with the
execution, delivery or performance of this Warrant and the consummation of the
transactions contemplated herein have been obtained.


 


Compliance
with Other Instruments.  The FounderCo is not in violation of any
provision of its Memorandum or Articles of Association; any material mortgage,
indenture, contract, agreement, instrument, judgment, decree or order; or any
statute, rule or regulation applicable to the Company.  The execution, delivery and performance of
and compliance with this Warrant pursuant to the terms hereof, will not result
in any violation or be in conflict with or constitute a default under any such
provision, or result in the creation of any mortgage, pledge, lien, encumbrance
or charge upon any of the properties or assets of the FounderCo pursuant to any
such provision.