Exhibit
      10.1

    


    AGREEMENT
      AND PLAN OF MERGER

    


    


    by
      and among

    


    


    Cougar
      Biotechnology, Inc.

    SRKP
      4, Inc.

    and

    SRKP ACQUISITION
      Corp.

    


    


    February
      27, 2006

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Table
      of Contents

    


    Page

    

      
        	
                ARTICLE
                  I DEFINITIONS

              	
                1

              
	
                ARTICLE
                  II MERGER

              	
                5

              
	
                2.1

              	
                Effects
                  of Merger

              	
                5

              
	
                2.2

              	
                Effect
                  on Cougar Capital Stock and MergerCo Capital Stock

              	
                5

              
	
                2.3

              	
                Rights
                  of Holders of Cougar Capital Stock

              	
                7

              
	
                2.4

              	
                Procedure
                  for Exchange of Cougar Common Stock

              	
                8

              
	
                2.5

              	
                Dissenting
                  Shares

              	
                10

              
	
                2.6

              	
                Directors
                  and Officers of the Surviving Corporation

              	
                10

              
	
                2.7

              	
                Directors
                  and Officers of SRKP

              	
                10

              
	
                ARTICLE
                  III REPRESENTATIONS AND WARRANTIES OF COUGAR

              	
                11

              
	
                3.1

              	
                Organization
                  and Qualification

              	
                11

              
	
                3.2

              	
                Authority
                  Relative to this Agreement; Non-Contravention

              	
                11

              
	
                3.3

              	
                No
                  Conflicts

              	
                12

              
	
                3.4

              	
                Capitalization

              	
                12

              
	
                3.5

              	
                Litigation

              	
                12

              
	
                3.6

              	
                No
                  Brokers or Finders

              	
                13

              
	
                3.7

              	
                Subsidiaries

              	
                13

              
	
                3.8

              	
                Tax
                  Matters

              	
                13

              
	
                3.9

              	
                Contracts
                  and Commitments

              	
                14

              
	
                3.10

              	
                Affiliate
                  Transactions

              	
                15

              
	
                3.11

              	
                Compliance
                  with Laws; Permits

              	
                15

              
	
                3.12

              	
                Financial
                  Statements

              	
                16

              
	
                3.13

              	
                Books
                  and Records

              	
                16

              
	
                3.14

              	
                Real
                  Property

              	
                16

              
	
                3.15

              	
                Insurance

              	
                16

              
	
                3.16

              	
                No
                  Undisclosed Liabilities

              	
                17

              
	
                3.17

              	
                Environmental
                  Matters

              	
                17

              
	
                3.18

              	
                Absence
                  of Certain Developments

              	
                17

              
	
                3.19

              	
                Employee
                  Benefit Plans

              	
                18

              
	
                3.20

              	
                Employees

              	
                18

              
	
                3.21

              	
                Proprietary
                  Information and Inventions

              	
                19

              
	
                3.22

              	
                Intellectual
                  Property

              	
                19

              
	
                3.23

              	
                Tax-Free
                  Reorganization

              	
                20

              
	
                3.24

              	
                Vote
                  Required

              	
                20

              
	
                3.25

              	
                Full
                  Disclosure

              	
                20

              
	
                ARTICLE
                  IV REPRESENTATIONS AND WARRANTIES OF SRKP AND MERGERCO

              	
                21

              
	
                4.1

              	
                Organization
                  and Qualification

              	
                21

              
	
                4.2

              	
                Authority
                  Relative to this Agreement; Non-Contravention

              	
                21

              
	
                4.3

              	
                No
                  Conflicts

              	
                21

              
	
                4.4

              	
                Capitalization

              	
                22

              
	
                4.5

              	
                Exchange
                  Act Reports

              	
                23

              
	
                4.6

              	
                Litigation

              	
                23

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      
        	
                4.7

              	
                Subsidiaries

              	
                23

              
	
                4.8

              	
                No
                  Brokers or Finders

              	
                23

              
	
                4.9

              	
                Tax
                  Matters

              	
                23

              
	
                4.10

              	
                Contracts
                  and Commitments

              	
                25

              
	
                4.11

              	
                Affiliate
                  Transactions

              	
                25

              
	
                4.12

              	
                Compliance
                  with Laws; Permits

              	
                25

              
	
                4.13

              	
                Validity
                  of the SRKP Common Stock

              	
                26

              
	
                4.14

              	
                Books
                  and Records

              	
                26

              
	
                4.15

              	
                Real
                  Property

              	
                26

              
	
                4.16

              	
                Insurance

              	
                26

              
	
                4.17

              	
                No
                  Undisclosed Liabilities

              	
                26

              
	
                4.18

              	
                Environmental
                  Matters

              	
                26

              
	
                4.19

              	
                Absence
                  of Certain Developments

              	
                26

              
	
                4.20

              	
                Employee
                  Benefit Plans

              	
                27

              
	
                4.21

              	
                Employees

              	
                27

              
	
                4.22

              	
                Proprietary
                  Information and Inventions

              	
                27

              
	
                4.23

              	
                Intellectual
                  Property

              	
                27

              
	
                4.24

              	
                Tax
                  Free Reorganization

              	
                28

              
	
                4.25

              	
                Financial
                  Statements

              	
                28

              
	
                4.26

              	
                Full
                  Disclosure

              	
                28

              
	
                ARTICLE
                  V CONDUCT OF BUSINESS PENDING THE MERGER

              	
                28

              
	
                5.1

              	
                Conduct
                  of Business by SRKP and MergerCo

              	
                28

              
	
                5.2

              	
                Conduct
                  of Business by Cougar

              	
                29

              
	
                ARTICLE
                  VI ADDITIONAL COVENANTS AND AGREEMENTS

              	
                29

              
	
                6.1

              	
                Governmental
                  Filings

              	
                29

              
	
                6.2

              	
                Expenses

              	
                29

              
	
                6.3

              	
                Due
                  Diligence; Access to Information; Confidentiality

              	
                30

              
	
                6.4

              	
                Tax
                  Treatment

              	
                31

              
	
                6.5

              	
                Press
                  Releases

              	
                32

              
	
                6.6

              	
                Securities
                  Reports

              	
                32

              
	
                6.7

              	
                Private
                  Placement

              	
                32

              
	
                6.8

              	
                Cougar
                  Stockholders’ Meeting; Materials to Stockholders

              	
                32

              
	
                6.9

              	
                No
                  Solicitation

              	
                33

              
	
                6.10

              	
                Failure
                  to Fulfill Conditions

              	
                33

              
	
                6.11

              	
                Notification
                  of Certain Matters

              	
                33

              
	
                6.12

              	
                Redemption
                  of SRKP Shares and Indemnity Agreement

              	
                34

              
	
                ARTICLE
                  VII CONDITIONS

              	
                34

              
	
                7.1

              	
                Conditions
                  to Obligations of Each Party

              	
                34

              
	
                7.2

              	
                Additional
                  Conditions to Obligation of SRKP and MergerCo

              	
                35

              
	
                7.3

              	
                Additional
                  Conditions to Obligation of Cougar

              	
                36

              
	
                ARTICLE
                  VIII TERMINATION, AMENDMENT AND WAIVER

              	
                37

              
	
                8.1

              	
                Termination

              	
                37

              
	
                ARTICLE
                  IX GENERAL PROVISIONS

              	
                39

              
	
                9.1

              	
                Notices

              	
                39

              
	
                9.2

              	
                No
                  Survival

              	
                39

              
	
                9.3

              	
                Interpretation

              	
                40

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
        	
                9.4

              	
                Severability

              	
                40

              
	
                9.5

              	
                Amendment

              	
                40

              
	
                9.6

              	
                Waiver

              	
                40

              
	
                9.7

              	
                Miscellaneous

              	
                40

              
	
                9.8

              	
                Counterparts

              	
                40

              
	
                9.9

              	
                Third
                  Party Beneficiaries

              	
                40

              
	
                9.10

              	
                Governing
                  Law

              	
                40

              
	
                9.11

              	
                Jurisdiction;
                  Service of Process

              	
                41

              


      

    

    
       

      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


    AGREEMENT
      AND PLAN OF MERGER

    


    This
      Agreement and Plan of Merger (this “Agreement”)
      is
      entered into as of February 27, 2006, by and among Cougar
      Biotechnology, Inc.,
      a
      Delaware corporation (“Cougar”),
      SRKP
      4, Inc., a
      Delaware corporation (“SRKP”),
      and
SRKP
      Acquisition Corp.,
      a
      Delaware corporation (“MergerCo”).

    


    W
      I T N E S S E T H

    


    WHEREAS,
      the Boards of Directors of Cougar, SRKP and MergerCo have determined that it
      is
      in the best interests of such corporations and their respective stockholders
      to
      consummate the merger of MergerCo with and into Cougar with Cougar as the
      surviving corporation (the “Merger”);
      

    


    WHEREAS,
      SRKP, as the sole stockholder of MergerCo, has approved this Agreement, the
      Merger and the transactions contemplated by this Agreement pursuant to action
      taken by written consent in accordance with the requirements of the Delaware
      General Corporation Law (“DGCL”)
      and
      the Bylaws of MergerCo;

    


    WHEREAS,
      pursuant to the Merger, among other things, the outstanding shares of capital
      stock of Cougar shall be converted into the Merger Consideration (as hereinafter
      defined) upon the Effective Time (as hereinafter defined);

    


    WHEREAS,
      the parties to this Agreement intend to adopt this Agreement as a plan of
      reorganization within the meaning of Section 368(a) of the Internal Revenue
      Code
      of 1986, as amended (the “Code”)
      and
      the regulations promulgated thereunder, and intend that the Merger and the
      transactions contemplated by this Agreement be undertaken pursuant to that
      plan;
      and

    


    WHEREAS,
      the parties to this Agreement intend that the Merger qualify as a
“reorganization,” within the meaning of Section 368(a) of the Code, and that
      SRKP, MergerCo and Cougar will each be a “party to a reorganization,” within the
      meaning of Section 368(b) of the Code, with respect to the Merger.

    


    NOW,
      THEREFORE, in consideration of the representations, warranties and covenants
      contained herein, the parties hereto agree as follows:

    


    ARTICLE I

    DEFINITIONS

    


    As
      used
      herein, the following terms shall have the following meanings (such meaning
      to
      be equally applicable to both the singular and plural forms of the terms
      defined):

    


    “Affiliate”
has
      the
      meaning as defined in Rule 12b-2 promulgated under the Exchange Act, as such
      regulation is in effect on the date hereof.

    


    “Certificate
      of Merger”
shall
      mean the certificate of merger in substantially the form attached hereto as
      Exhibit
      A.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    “Closing”
shall
      have the meaning as set forth in Section
      2.1(c)
      hereof.

    


    “Closing
      Date”
shall
      have the meaning as set forth in Section
      2.1(c)
      hereof.

    


    “Code”
has
      the
      meaning ascribed thereto in the preambles to this Agreement.

    


    “Convertible
      Securities”
shall
      have the meaning as set forth in Section
      2.2(g)
      hereof.

    


    “Copyrights”
has
      the
      meaning ascribed thereto in Section
      3.22(a).

    


    “Cougar
      Common Stock”
means
      the common stock, par value $.001, of Cougar.

    


    “Cougar
      Preferred Stock”
means
      the preferred stock, par value $.001, of Cougar.

    


    “Cougar
      Financial Statements”
shall
      have the meaning as set forth in Section
      3.12
      hereof.

    


    “Cougar
      Insiders”
shall
      have the meaning as set forth in Section
      3.10
      hereof.

    


    “Cougar
      Intellectual Property”
shall
      have the meaning as set forth in Section
      3.22 hereof.

    


    “Cougar
      Latest Balance Sheet”
shall
      have the meaning as set forth in Section
      3.16
      hereof.

    


    “Cougar
      Permits”
shall
      have the meaning as set forth in Section
      3.11(b)
      hereof.

    


    “Cougar
      Plans”
shall
      have the meaning as set forth in Section
      3.19(a)
      hereof.

    


    “Cougar
      Returns”
shall
      have the meaning as set forth in Section
      3.8(a)
      hereof.

    


    “Cougar
      Stockholder Meeting”
shall
      have the meaning ascribed thereto in Section
      6.8
      hereof.


    


    “Delaware
      General Corporation Law”
or
      “DGCL”
shall
      mean Title 8, Chapter 1 of the Delaware Code, as amended.

    


    “Dissenting
      Shares”
shall
      have the meaning as set forth in Section
      2.5
      hereof.

    


    “Effective
      Date”
shall
      have the meaning ascribed thereto in Section
      2.1(c)
      hereof.

    


    “Effective
      Time”
shall
      have the meaning ascribed thereto in Section
      2.1(c)
      hereof.

    


    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended, or any
      successor law and the rules and regulations promulgated thereunder.

    


    “Evaluated
      Material”
shall
      have the meaning ascribed thereto in Section
      6.3(a).
      

    


    “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended, including the rules and
      regulations promulgated thereunder.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Exchange
      Ratio”
shall
      mean the quotient derived from dividing (a) 5,000,000 by (b) the number of
      shares of Cougar Common Stock issued and outstanding on a fully-diluted basis,
      as of the date immediately preceding the Effective Time. 

    


    “GAAP”
shall
      mean United States generally accepted accounting principles as in effect from
      time to time.

    


    “Intellectual
      Property”
has
      the
      meaning ascribed thereto in Section
      3.22(a). 

    


    “Indemnity
      Agreement”
has
      the
      meaning ascribed thereto in Section
      6.12.

    


    “Know-How”
has
      the
      meaning ascribed thereto in Section
      3.22(a).

    


    “Knowledge”
means,
      with respect to an individual, that such individual is actually aware of a
      particular fact or other matter, with no obligation to conduct any inquiry
      or
      other investigation to determine the accuracy of such fact or other matter.
      A
      Person other than an individual shall be deemed to have Knowledge of a
      particular fact or other matter if the officers, directors or other management
      personnel of such Person had Knowledge of such fact or other
      matter.

    


    “Material
      Adverse Effect”
shall,
      with respect to an entity, mean a material adverse effect on the business,
      operations, results of operations or financial condition of such entity on
      a
      consolidated basis.

    


    “Merger”
shall
      have the meaning ascribed thereto in the preambles of this
      Agreement.

    


    “Merger
      Consideration”
means
      the shares of SRKP Common Stock issuable in connection with the Merger to the
      holders of Cougar Common Stock based on the Exchange Ratio.

    


    “Options”
shall
      have the meaning as set forth in Section
      2.2(f)
      hereof.

    


    “Patents”
has
      the
      meaning ascribed thereto in Section
      3.22(a).

    


    “Person”
means
      any individual, corporation (including any non-profit corporation), general
      or
      limited partnership, limited liability company, joint venture, estate, trust,
      association, organization, labor union, governmental authority or other
      entity.

    


    “Redemption
      Agreement”
shall
      have the meaning ascribed thereto in Section
      6.12.

    


    “Representatives”
shall
      have the meaning ascribed thereto in Section
      6.3(a).
      

    


    “Requisite
      Cougar Stockholder Vote”
shall
      have the meaning ascribed thereto in Section
      3.2.
      

    


    “SEC”
shall
      mean the United States Securities and Exchange Commission.

    


    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended, including the rules and regulations
      promulgated thereunder.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “SRKP
      Certificate of Designation”
shall
      mean the certificate of designation setting forth all of the rights, preferences
      and other terms of the SRKP Preferred Stock in substantially the form attached
      hereto as Exhibit
      E.

    


    “SRKP
      Common Stock”
shall
      mean the common stock, par value $.0001 per share, of SRKP.

    


    “SRKP
      Preferred Stock”
shall
      mean the preferred stock, par value $.0001 per share, of SRKP.

    


    “SRKP
      Professional Fees”
shall
      mean the aggregate amount of fees, costs and expenses of SRKP’s attorneys,
      accountants and other service providers incurred by SRKP on or prior to the
      Effective Date. 

    


    “SRKP
      8-K Reports”
shall
      have the meaning ascribed thereto in Section
      4.5.

    


    “SRKP
      Insiders”
shall
      have the meaning ascribed thereto in Section
      4.11.

    


    “SRKP
      Intellectual Property”
shall
      have the meaning ascribed thereto in Section
      4.23.

    


    “SRKP
      Latest Balance Sheet”
shall
      have the meaning ascribed thereto in Section
      4.17.

    


    “SRKP
      Permits”
shall
      have the meaning ascribed thereto in Section
      4.12(b).

    


    “SRKP
      Returns”
shall
      have the meaning ascribed thereto in Section
      4.9(a).

    


    “SRKP
      SEC Filings”
shall
      have the meaning ascribed thereto in Section
      4.5.

    


    “SRKP
      10-SB”
shall
      have the meaning ascribed thereto in Section
      4.5.

    


    “SRKP
      10-QSB Report”
shall
      have the meaning ascribed thereto in Section
      4.5.

    


    “Stock
      Option Plan”
shall
      have the meaning as set forth in Section
      2.2(f)
      hereof.

    


    “Stockholder
      Questionnaire”
shall
      have the meaning ascribed thereto in Section
      6.7.

    


    “Subsidiary”
shall,
      with respect to any Person, mean (i) each corporation in which such Person
      owns
      directly or indirectly fifty percent (50%) or more of the voting securities
      of
      such corporation and (ii) any other Person in which such Person owns at least
      a
      majority voting interest, and shall, in each case, unless otherwise indicated,
      be deemed to refer to both direct and indirect subsidiaries of such
      Person.

    


    “Surviving
      Company”
shall
      have the meaning ascribed thereto in Article II.

    


    “Tax”
or
      “Taxes”
shall
      mean any federal, state, local or foreign income, gross receipts, license,
      payroll, employment, excise, severance, stamp, occupation, premium, property
      or
      windfall profits taxes, environmental taxes, customs duties, capital stock,
      franchise, employees’ income withholding, foreign or domestic withholding,
      social security, unemployment, disability, workers’ compensation,
      employment-related insurance, real property, personal property, sales, use,
      transfer, value added, alternative or add-on minimum or other governmental
      tax,
      fee, assessment or charge of any kind whatsoever including any interest,
      penalties or additions to any Tax or additional amounts in respect of the
      foregoing.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    “Trademarks”
has
      the
      meaning ascribed thereto in Section
      3.22(a).
      

    


    “Warrants”
shall
      have the meaning as set forth in Section
      2.2(h)
      hereof.

    


    ARTICLE II

    MERGER

    


    Subject
      to the satisfaction or waiver of the conditions set forth in Article VII,
      at the
      Effective Time, (i) MergerCo will merge with and into Cougar, and (ii) Cougar
      will become a wholly-owned subsidiary of SRKP. The term “Surviving
      Company”
as
      used
      herein shall mean Cougar, as a wholly-owned subsidiary of SRKP after giving
      effect to the Merger. The Merger will be effected pursuant to the Certificate
      of
      Merger in accordance with the provisions of, and with the effect provided in,
      Section 251 of the DGCL.

     

    2.1 Effects
      of Merger.

    


    (a) From
      and
      after the Effective Time and until further amended in accordance with law,
      (i)
      the Certificate of Incorporation of Cougar as in effect immediately prior to
      the
      Effective Time shall be the Certificate of Incorporation of the Surviving
      Company, and (ii) the Bylaws of Cougar as in effect immediately prior to the
      Effective Time shall be the Bylaws of the Surviving Company. 

    


    (b) SRKP,
      Cougar and MergerCo, respectively, shall each use its best efforts to take
      all
      such action as may be necessary or appropriate to effectuate the Merger in
      accordance with the DGCL at the Effective Time. If at any time after the
      Effective Time, any further action is necessary or desirable to carry out the
      purposes of this Agreement and to vest the Surviving Company with full right,
      title and possession to all properties, rights, privileges, immunities, powers
      and franchises of either Cougar or MergerCo, the officers of the Surviving
      Company are fully authorized in the name of SRKP, Cougar and MergerCo or
      otherwise to take, and shall take, all such lawful and necessary
      action.

     

    (c) Subject
      to the provisions of Article VII
      and
Article VIII hereof,
      the closing (the “Closing”)
      of the
      transactions contemplated hereby shall take place on or before March 31, 2006
      (the “Closing
      Date”),
      at
      787 Seventh Avenue, 48th Floor, New York, New York, or such other time and
      place
      as Cougar and SRKP mutually agree at the earliest practicable time after the
      satisfaction or waiver of the conditions in Article VII,
      but in
      no event later than ten (10) business days after all such conditions have been
      satisfied or waived, or on such other date as may be mutually agreed by the
      parties hereto. On the Closing Date, or as soon thereafter as practicable,
      to
      effect the Merger, the parties hereto will cause the Certificate of Merger
      to be
      filed with the Delaware Secretary of State in accordance with the DGCL. The
      Merger shall be effective when the Certificate of Merger is filed with the
      Delaware Secretary of State (the “Effective
      Time”).
      As
      used herein, the term “Effective
      Date”
shall
      mean the date on which the Certificate of Merger is filed with the Delaware
      Secretary of State.

     

    2.2 Effect
      on Cougar Capital Stock and MergerCo Capital Stock.
      To
      effectuate the Merger, and subject to the terms and conditions of this
      Agreement, at the Effective Time:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (a) Each
      share of Cougar Common Stock issued and outstanding immediately prior to the
      Effective Time (other than shares extinguished pursuant to this Section
      2.2
      and
      Dissenting Shares) shall automatically be converted into and exchangeable for
      a
      fraction of a fully paid and nonassessable share of SRKP Common Stock equal
      to
      one multiplied by the Exchange Ratio, rounded to the nearest whole
      share;
      

    


    (b) Each
      share of Cougar Preferred Stock issued and outstanding immediately prior to
      the
      Effective Time (other than shares extinguished pursuant to this Section
      2.2
      and
      Dissenting Shares) shall automatically be converted into and exchangeable for
      a
      fraction of a fully paid and nonassessable share of SRKP Preferred Stock equal
      to one multiplied by the Exchange Ratio, rounded to the nearest whole
      share;

    


    (c) All
      shares of Cougar Common Stock and Cougar Preferred Stock held at the Effective
      Time by Cougar as treasury stock will be canceled and no payment will be made
      with respect to those shares;

    


    (d) Each
      share of Cougar Common Stock and Cougar Preferred Stock issued and outstanding
      immediately prior to the Effective Time and owned by MergerCo or SRKP, if any,
      shall be cancelled and extinguished without any conversion thereof and no
      payment shall be made with respect thereto; and 

    


    (e) All
      shares of common stock, $0.0001 par value per share, of MergerCo issued and
      outstanding immediately prior to the Effective Time will be converted into
      and
      become one validly issued, fully paid and nonassessable share of common stock
      of
      the Surviving Company. 

     

    (f) At
      the
      Effective Date, SRKP shall assume all of Cougar’s rights and obligations under
      the outstanding stock options to purchase shares of Cougar Common Stock,
      pursuant to Cougar’s 2004 Stock Option Plan (the “Stock
      Option Plan”),
      granted by Cougar on or prior to the Effective Date, which stock options are
      disclosed in Schedule
      2.2(f)
      hereto
      and have not prior to the Effective Date been exercised, cancelled or terminated
      nor expired (collectively the “Options”).
      The
      Options shall be assumed in accordance with the terms and conditions of the
      Stock Option Plan, except that, from and after the Effective Time: (i) all
      actions to be taken under the Stock Option Plan or the Options by the Board
      of
      Directors of Cougar or a committee thereof shall be taken by the Board of
      Directors of SRKP or a committee thereof, (ii) each Option shall evidence the
      right to purchase a number of shares of SRKP Common Stock (rounded to the
      nearest whole share) equal to the number of shares of Cougar Common Stock into
      which such Option is exercisable immediately prior to the Effective Date
      multiplied by the Exchange Ratio, (iii) the new option price for each share
      of
      SRKP Common Stock issuable upon exercise of an Option shall be determined by
      dividing the option exercise price immediately prior to the Effective Date
      by
      the Exchange Ratio (rounded to the nearest cent) and (iv) all references in
      the
      Options and the Stock Option Plan to Cougar and Cougar Common Stock shall be
      deemed to be references to SRKP and SRKP Common Stock, respectively, after
      giving effect to the adjustments pursuant to clauses (ii) and (iii).
      Notwithstanding the provisions set forth in clause (iii) above, with respect
      to
      each Option intended to be an “incentive stock option” under Section 422 of the
      Code, if the new option price calculated pursuant to clause (iii) would cause
      any such Option not to satisfy the requirements of Section 424(a) of the Code
      and Treasury Regulation § 1.425-1(a)(1)(i), the new exercise price with respect
      to that Option will be increased to the minimum price that it could be and
      still
      satisfy the requirements of that regulation. SRKP agrees to use its best efforts
      to take such other steps as are necessary to ensure that those Options which
      are
      deemed “incentive stock options” under Section 422 of the Code remain “incentive
      stock options.” 

     

    
      
        
        

      

      
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    (g) At
      the
      Effective Date, SRKP shall assume the rights and obligations under all
      outstanding convertible securities (other than the Cougar Preferred Stock,
      the
“Convertible
      Securities”),
      if
      any, issued by Cougar which are convertible into Cougar Common Stock or Cougar
      Preferred Stock. The Convertible Securities shall be assumed in accordance
      with
      their terms and conditions. Each Convertible Security shall, from and after
      the
      Effective Time, evidence the right to receive, upon conversion, a number of
      shares of SRKP Common Stock or SRKP Preferred Stock, as applicable (in either
      event, rounded to the nearest whole share) equal to the number of shares of
      Cougar Common Stock or Cougar Preferred Stock, as applicable, into which such
      Convertibly Security is convertible immediately prior to the Effective Date
      multiplied by the Exchange Ratio. The new conversion price applicable to each
      such Convertible Security shall be determined by dividing the conversion price
      immediately prior to the Effective Date by the Exchange Ratio. All references
      in
      the Convertible Securities to Cougar, Cougar Common Stock and Cougar Preferred
      Stock shall be deemed to be references to SRKP, SRKP Common Stock and SRKP
      Preferred Stock, respectively, after giving effect to the adjustments pursuant
      to this Section.

     

    (h) At
      the
      Effective Date, SRKP shall assume the rights and obligations under Cougar’s
      outstanding warrants (the “Warrants”),
      if
      any, to purchase shares of Cougar Common Stock. The Warrants shall be assumed
      in
      accordance with their terms and conditions. Each Warrant shall, from and after
      the Effective Time, evidence the right to purchase a number of shares of SRKP
      Common Stock (rounded to the nearest whole share) equal to the number of shares
      of Cougar Common Stock into which such Warrant is exercisable immediately prior
      to the Effective Date multiplied by the Exchange Ratio. The new exercise price
      of the Warrants shall be determined by dividing the exercise price of the
      Warrants immediately prior to the Effective Date by the Exchange Ratio. All
      references in the Warrants to Cougar and Cougar Common Stock shall be deemed
      to
      be references to SRKP and SRKP Common Stock, respectively, after giving effect
      to the adjustments pursuant to this Section. 

     

    2.3 Rights
      of Holders of Cougar Capital Stock.
      

    


    (a) On
      and
      after the Effective Date and until surrendered for exchange, each outstanding
      stock certificate that immediately prior to the Effective Date represented
      shares of Cougar Common Stock (except Dissenting Shares and shares cancelled
      or
      extinguished pursuant to Section
      2.2)
      shall
      be deemed for all purposes, to evidence ownership of and to represent the number
      of whole shares of SRKP Common Stock into which such shares of Cougar Common
      Stock shall have been converted pursuant to Section
      2.2 above.
      The record holder of each such outstanding certificate representing shares
      of
      Cougar Common Stock, shall, after the Effective Date, be entitled to vote the
      shares of SRKP Common Stock into which such shares of Cougar Common Stock shall
      have been converted on any matters on which the holders of record of SRKP Common
      Stock, as of any date subsequent to the Effective Date, shall be entitled to
      vote. In any matters relating to such certificates of Cougar Common Stock,
      SRKP
      may rely conclusively upon the record of stockholders maintained by Cougar
      containing the names and addresses of the holders of record of Cougar Common
      Stock on the Effective Date.  

    


    
      
        
        

      

      
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    (b) On
      and
      after the Effective Date, each share of Cougar Preferred Stock outstanding
      immediately prior to the Effective Time (except Dissenting Shares and shares
      cancelled or extinguished pursuant to Section
      2.2),
      each
      of which shall be uncertificated as of the Effective Date, as recorded on the
      books and records of Cougar, shall be deemed for all purposes, to evidence
      ownership of and to represent the number of whole shares of SRKP Preferred
      Stock
      into which such shares of Cougar Preferred Stock shall have been converted
      pursuant to Section
      2.2 above.
      Shares of the SRKP Preferred Stock shall have the terms, rights and preferences
      substantially set forth in the Certificate of Designation. The record holder
      of
      each such share of Cougar Preferred Stock, shall, after the Effective Date,
      be
      entitled to vote the shares of SRKP Preferred Stock into which such shares
      of
      Cougar Preferred Stock shall have been converted on any matters on which the
      holders of record of SRKP Preferred Stock, as of any date subsequent to the
      Effective Date, shall be entitled to vote. In any matters relating to the
      ownership of Cougar Preferred Stock, SRKP may rely conclusively upon the record
      of stockholders maintained by Cougar containing the names and addresses of
      the
      holders of record of Cougar Preferred Stock on the Effective Date.

     

    2.4 Procedure
      for Exchange of Cougar Common Stock.

    


    (a) After
      the
      Effective Time, holders of certificates theretofore evidencing outstanding
      shares of Cougar Common Stock (except Dissenting Shares and shares cancelled
      or
      extinguished pursuant to Section
      2.2),
      upon
      surrender of such certificates to the Secretary of SRKP, shall be entitled
      to
      receive certificates representing the number of shares of SRKP Common Stock
      into
      which shares of Cougar Common Stock theretofore represented by the certificates
      so surrendered are exchangeable as provided in Section
      2.2(a)
      hereof.
      SRKP shall not be obligated to deliver any such shares of SRKP Common Stock
      to
      which any former holder of shares of Cougar Common Stock is entitled until
      such
      holder surrenders the certificate or certificates representing such shares.
      Upon
      surrender, each certificate evidencing Cougar Common Stock shall be canceled.
      If
      there is a transfer of Cougar Common Stock ownership which is not registered
      in
      the transfer records of Cougar, a certificate representing the proper number
      of
      shares of SRKP Common Stock may be issued to a person other than the person
      in
      whose name the certificate so surrendered is registered if: (x) upon
      presentation to the Secretary of SRKP, such certificate shall be properly
      endorsed or otherwise be in proper form for transfer, (y) the person requesting
      such payment shall pay any transfer or other taxes required by reason of the
      issuance of shares of SRKP Common Stock to a person other than the registered
      holder of such certificate or establish to the reasonable satisfaction of SRKP
      that such tax has been paid or is not applicable, and (z) the issuance of such
      SRKP Common Stock shall not, in the sole discretion of SRKP, violate the
      requirements of the Regulation D “safe harbor” of the Securities Act with
      respect to the private placement of SRKP Common Stock that will result from
      the
      Merger. 

    


    (b) For
      each
      outstanding share of Cougar Preferred Stock recorded on the books and records
      of
      Cougar immediately prior to Effective Time (except Dissenting Shares and shares
      cancelled or extinguished pursuant to Section
      2.2),
      SRKP
      shall record in its books and records, immediately after the Effective Time
      (or
      as soon thereafter as reasonably practicable), in the respective name of such
      holder as set forth in the Cougar books and records, the number of shares of
      SRKP Preferred Stock into which the shares of Cougar Preferred Stock are
      exchangeable as provided in Section
      2.2(a)
      hereof.
      If there is a transfer of Cougar Preferred Stock ownership which is not
      registered in the transfer records of Cougar, the proper number of shares of
      SRKP Preferred Stock subject to such transfer may be recorded in the name of
      a
      person other than the person in whose name the shares so surrendered are
      registered if: (x) upon presentation to the Secretary of SRKP, the transfer
      of
      such shares shall be properly endorsed or otherwise be in proper form for
      transfer, (y) the person requesting such payment shall pay any transfer or
      other
      taxes required by reason of the issuance of shares of SRKP Preferred Stock
      to a
      person other than the registered holder of such shares or establish to the
      reasonable satisfaction of SRKP that such tax has been paid or is not
      applicable, and (z) the issuance of such SRKP Preferred Stock shall not, in
      the
      sole discretion of SRKP, violate the requirements of the Regulation D “safe
      harbor” of the Securities Act with respect to the private placement of SRKP
      Preferred Stock that will result from the Merger.

    


    
      
        
        

      

      
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    (c) All
      shares of SRKP Common Stock and SRKP Preferred Stock issued upon the surrender
      for exchange of Cougar Common Stock and Cougar Preferred Stock, respectively,
      in
      accordance with the above terms and conditions shall be deemed to have been
      issued and paid in full satisfaction of all rights pertaining to such shares
      of
      Cougar Common Stock and Cougar Preferred Stock, respectively.

    


    (d) Any
      shares of SRKP Common Stock or SRKP Preferred Stock issued in the Merger will
      not be transferable except (1) pursuant to an effective registration
      statement under the Securities Act or (2) upon receipt by SRKP of a written
      opinion of counsel for the holder reasonably satisfactory to SRKP to the effect
      that the proposed transfer is exempt from the registration requirements of
      the
      Securities Act and relevant state securities laws. Restrictive legends shall
      be
      placed on all certificates representing shares of SRKP Common Stock and SRKP
      Preferred Stock, as applicable, issued in the Merger, substantially as
      follows:

    


    “NO
      TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT
      TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE
      SECURITIES OR “BLUE SKY” LAWS (SUCH FEDERAL AND STATE LAWS, THE “SECURITIES
      LAWS”) OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL
      FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY
      TO
      THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE,
      HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF THE
      SECURITIES LAWS. 

    


    (e) In
      the
      event any certificate for Cougar Common Stock or any certificate or similar
      instrument evidencing Cougar Preferred Stock, Options, Warrants or Convertible
      Securities shall have been lost, stolen or destroyed, SRKP shall issue and
      pay
      in exchange for such lost, stolen or destroyed certificate, promptly following
      its receipt of an affidavit of that fact by the holder thereof, such shares
      of
      the SRKP Common Stock or SRKP Preferred Stock, as applicable, as may be required
      pursuant to this Agreement; provided,
      however,
      that
      SRKP, in its discretion and as a condition precedent to the issuance and payment
      thereof, may require the owner of such lost, stolen or destroyed certificate
      to
      deliver a bond in such sum as it may direct as indemnity against any claim
      that
      may be made against SRKP or any other party with respect to the certificate
      alleged to have been lost, stolen or destroyed. 

     

    
      
        
        

      

      
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    2.5 Dissenting
      Shares.
      Shares
      of capital stock of Cougar held by stockholders of Cougar who have properly
      exercised and preserved appraisal rights with respect to those shares in
      accordance with Section 262 of the DGCL (“Dissenting
      Shares”)
      shall
      not be converted into or represent a right to receive shares of SRKP Common
      Stock or SRKP Preferred Stock, as applicable, pursuant to Section
      2.2
      above,
      but the holders thereof shall be entitled only to such rights as are granted
      by
      Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled
      to payment for such shares pursuant to Section 262 of the DGCL shall receive
      payment therefor from the Surviving Company in accordance with such laws;
provided,
      however,
      that if
      any such holder of Dissenting Shares shall have effectively withdrawn such
      holder’s demand for appraisal of such shares or lost such holder’s right to
      appraisal and payment of such shares under Section 262 of the DGCL, such holder
      or holders (as the case may be) shall forfeit the right to appraisal of such
      shares and each such share shall thereupon be deemed to have been canceled,
      extinguished and exchanged, as of the Effective Time, into and represent the
      right to receive from SRKP shares of SRKP Common Stock or SRKP Preferred Stock,
      as applicable, as provided in Section
      2.2
      above.
      Any payments in respect of Dissenting Shares will be deemed made by the
      Surviving Company. 

     

    2.6 Directors
      and Officers of the Surviving Corporation.
      From and
      after the Effective Time, the directors and officers of the Surviving Company
      shall be the persons who were directors and officers of Cougar immediately
      prior
      to the Effective Time, respectively. These directors and officers of the
      Surviving Company shall hold office for the term specified in, and subject
      to
      the provisions contained in, the Certificate of Incorporation and Bylaws of
      the
      Surviving Company and applicable law. If, at or after the Effective Time, a
      vacancy shall exist on the board of directors or in any of the offices of the
      Surviving Company, such vacancy shall be filled in the manner provided in the
      Certificate of Incorporation and Bylaws of the Surviving Company.

     

    2.7 Directors
      and Officers of SRKP.
      At the
      Closing, the Board of Directors of SRKP shall, subject to compliance with
      Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, take
      the following action, to be effective upon the Effective Time: (i) increase
      the
      size of the Board of Directors of SRKP to seven (7) persons; (ii) elect to
      the
      Board of Directors of SRKP the persons who were directors of Cougar immediately
      prior to the Closing; and (iii) appoint as the officers of SRKP those who were
      the officers of Cougar immediately prior to the Closing, or, in either case
      with
      regard to clauses (ii) and (iii), such other persons designated by Cougar.
      All
      of the persons serving as directors of SRKP immediately prior to the Closing
      shall resign immediately following the election of the new directors, and the
      officers of SRKP immediately prior to the Closing shall resign at the Closing
      from all of their positions with SRKP, all subject to compliance with Rule
      14f-1
      promulgated under the Exchange Act. Subject to applicable law, SRKP shall take
      all action reasonably requested by Cougar, but consistent with the Certificate
      of Incorporation and Bylaws of SRKP, that is reasonably necessary to effect
      any
      such election or appointment of the designees of Cougar to SRKP’s Board of
      Directors, including promptly hereafter mailing to SRKP’s stockholders an
      information statement containing the information required by Section 14(f)
      of
      the Exchange Act and Rule 14f-1 promulgated thereunder. Cougar shall supply
      SRKP
      all information with respect to it and its nominees, officers, directors and
      Affiliates required by such Section 14(f) and Rule 14f-1. The provisions of
      this
Section
      2.7
      are in
      addition to and shall not limit any rights which Cougar or any of its Affiliates
      may have as a holder or beneficial owner of shares of capital stock of SRKP
      as a
      matter of law with respect to the election of directors or otherwise.
      Immediately after the Effective Time, the newly-constituted board of directors
      of SRKP will appoint the officers of Cougar immediately prior to the Effective
      Time as the officers of SRKP. The newly-appointed directors and officers of
      SRKP
      shall hold office for the term specified in, and subject to the provisions
      contained in, the Certificate of Incorporation and Bylaws of SRKP and applicable
      law. 

    


    
      
        
        

      

      
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    ARTICLE III

    REPRESENTATIONS
      AND WARRANTIES OF COUGAR

    


    Cougar
      hereby represents and warrants to SRKP and MergerCo as follows:

     

    3.1 Organization
      and Qualification.
      Cougar
      is, and on the Effective Date will be, a corporation duly organized, validly
      existing and in good standing under the laws of the State of Delaware, and
      has
      the requisite corporate power to carry on its business as now conducted. The
      copies of the Certificate of Incorporation and Bylaws of Cougar that have been
      made available to SRKP prior to the date of this Agreement are correct and
      complete copies of such documents as in effect as of the date hereof, and shall
      be in effect on the Effective Date. Cougar is, and on the Effective Date will
      be, licensed or qualified to do business in every jurisdiction in which the
      nature of its business or its ownership of property requires it to be licensed
      or qualified, except where the failure to be so licensed or qualified would
      not
      have a Material Adverse Effect on Cougar or the Surviving Company. 

    


    3.2  Authority
      Relative to this Agreement; Non-Contravention.
      The
      execution and delivery of this Agreement by Cougar and the consummation by
      Cougar of the transactions contemplated hereby have been duly authorized by
      the
      Board of Directors of Cougar and, except for approval of this Agreement and
      the
      Merger by the affirmative vote of a majority of votes that holders of the
      outstanding shares of Cougar Common Stock and Cougar Preferred Stock, as
      applicable, are entitled to cast (the “Requisite
      Cougar Stockholder Vote”),
      which
      will be obtained prior to Closing, no other corporate proceedings on the part
      of
      Cougar are necessary to authorize the execution and delivery of this Agreement
      and the consummation of the transactions contemplated hereby. This Agreement
      has
      been duly executed and delivered by Cougar and, assuming it is a valid and
      binding obligation of SRKP and MergerCo, constitutes a valid and binding
      obligation of Cougar enforceable in accordance with its terms except as
      enforcement may be limited by general principles of equity whether applied
      in a
      court of law or a court of equity and by bankruptcy, insolvency and similar
      laws
      affecting creditors’ rights and remedies generally. Except for (x) approvals
      under applicable Blue Sky laws
      and
      filing of Form D with the Securities and Exchange Commission,
      and (y)
      the filing of the Certificate of Merger with the Secretary of State of Delaware,
      no authorization, consent or approval of, or filing with, any public body,
      court
      or authority is necessary on the part of Cougar for the consummation by Cougar
      of the transactions contemplated by this Agreement, except for such
      authorizations, consents, approvals and filings as to which the failure to
      obtain or make the same would not, in the aggregate, reasonably be expected
      to
      have a Material Adverse Effect on Cougar or the Surviving Company or adversely
      affect the consummation of the transactions contemplated hereby. 

     

    
      
        
        

      

      
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    3.3 No
      Conflicts.
      Cougar
      is not subject to, or obligated under, any provision of (a) its Certificate
      of
      Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c)
      any license, franchise or permit or (d) subject to obtaining the approvals
      referred to in the next sentence, any law, regulation, order, judgment or
      decree, which would conflict with, be breached or violated, or in respect of
      which a right of termination or acceleration or any security interest, charge
      or
      encumbrance on any of its assets would be created, by the execution, delivery
      or
      performance of this Agreement, or the consummation of the transactions
      contemplated hereby, other than any such conflicts, breaches, violations, rights
      of termination or acceleration or security interests, charges or encumbrances
      which, in the aggregate, could not reasonably be expected to result in a
      Material Adverse Effect on Cougar or the Surviving Company.

    


    3.4 Capitalization.

     

    (a) The
      authorized, issued and outstanding shares of capital stock of Cougar as of
      the
      date hereof are correctly set forth on Schedule
      3.4(a).
      The
      issued and outstanding shares of capital stock of Cougar are, and on the
      Effective Date will be, duly authorized, validly issued, fully paid and
      nonassessable and not issued in violation of any preemptive rights and, to
      Cougar’s Knowledge, free from any restrictions on transfer (other than
      restrictions under the Securities Act or state securities laws) or any option,
      lien, pledge, security interest, encumbrance or charge of any kind. Other than
      as described on Schedule
      3.4(a),
      Cougar
      has no other equity securities or securities containing any equity features
      authorized, issued or outstanding. Except as set forth in Schedule
      3.4(a) hereto,
      there are no agreements or other rights or arrangements existing which provide
      for the sale or issuance of capital stock by Cougar and there are no rights,
      subscriptions, warrants, options, conversion rights or agreements of any kind
      outstanding to purchase or otherwise acquire from Cougar any shares of capital
      stock or other securities of Cougar of any kind, and there will not be any
      such
      agreements prior to or on the Effective Date. There are, and on the Effective
      Date there will be, no agreements or other obligations (contingent or otherwise)
      which may require Cougar to repurchase or otherwise acquire any shares of its
      capital stock.

     

    (b) Schedule 3.4(b)
      contains
      a list of the names of the owners of record as of the date of this Agreement
      of
      all issued and outstanding shares of Cougar Common Stock and Cougar Preferred
      Stock and the number of shares of Cougar Common Stock and Cougar Preferred
      Stock, respectively, each of them holds and the names of all holders of options,
      warrants, convertible securities, exchangeable securities and other rights
      entitling the holder thereof to purchase equity of Cougar and the number of
      shares of Cougar Common Stock, Cougar Preferred Stock or other equity security
      underlying each such option, warrant, convertible security, exchangeable
      security and other right.

    


    (c) Cougar
      does not own, and is not party to any contract to acquire, any equity securities
      or other securities of any Person or any direct or indirect equity or ownership
      interest in any other Person. Except as contemplated by this Agreement, Cougar
      is not a party to, and, to Cougar’s Knowledge, there do not exist, any voting
      trusts, proxies, or other contracts with respect to the voting of shares of
      capital stock of Cougar.

     

    3.5 Litigation.
      There
      are no actions, suits, proceedings, orders or investigations pending or, to
      the
      Knowledge of Cougar, threatened against Cougar or its officers, directors,
      employees or Affiliates, or the nominees for officer or director of SRKP after
      the Effective Time, individually or in the aggregate, at law or in equity,
      or
      before or by any federal, state or other governmental department, court,
      commission, board, bureau, agency or instrumentality, domestic or foreign,
      and
      to the Knowledge of Cougar, there is no reasonable basis for any proceeding,
      claim, action or governmental investigation directly or indirectly involving
      Cougar or its officers, directors, employees or affiliates, individually or
      in
      the aggregate. Cougar is not a party to any order, judgment or decree issued
      by
      any federal, state or other governmental department, court, commission, board,
      bureau, agency or instrumentality, domestic or foreign.

     

    
      
        
        

      

      
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    3.6 No
      Brokers or Finders.
      Neither
      Cougar nor any of its officers, directors, employees or Affiliates has employed
      any broker, finder, investment banker or investment advisor or Person performing
      similar function, or incurred any liability, for brokerage commissions, finders’
fees, investment advisory fees or similar compensation, in connection with
      the
      transactions contemplated by this Agreement.

     

    3.7 Subsidiaries.
      Cougar
      does not have, and on the Effective Date will not have, any subsidiaries, nor
      does it have any direct or indirect interest in any other business
      entity.

     

    3.8 Tax
      Matters.

     

    (a) (i)
      Except as set forth on Schedule
      3.8,
      Cougar
      has timely filed (or has had timely filed on its behalf) all returns,
      declarations, reports, estimates, information returns, and statements, including
      any schedules and amendments to such documents (“Cougar
      Returns”),
      required to be filed or sent by it in respect of any Taxes or required to be
      filed or sent by it by any taxing authority having jurisdiction; (ii) all such
      Cougar Returns are complete and accurate in all material respects; (iii) Cougar
      has timely and properly paid (or has had paid on its behalf) all Taxes required
      to be paid by it; (iv) Cougar has established on the Cougar Latest Balance
      Sheet, in accordance with GAAP, reserves that are adequate for the payment
      of
      any Taxes not yet paid; and (v) Cougar has complied with all applicable laws,
      rules, and regulations relating to the collection or withholding of Taxes from
      third parties (including without limitation employees) and the payment thereof
      (including, without limitation, withholding of Taxes under Sections 1441 and
      1442 of the Code, or similar provisions under any foreign laws).

    


    (b) To
      Cougar’s Knowledge,
      there
      are no liens for Taxes upon any assets of Cougar, except liens for Taxes not
      yet
      due.

    


    (c) No
      deficiency for any Taxes has been asserted, assessed or, to Cougar’s Knowledge,
      proposed against Cougar that has not been resolved and paid in full or is not
      being contested in good faith. Except as disclosed in Schedule
      3.8,
      no
      waiver, extension or comparable consent given by Cougar regarding the
      application of the statute of limitations with respect to any Taxes or Returns
      is outstanding, nor is any request for any such waiver or consent pending.
      Except as disclosed in Schedule
      3.8,
      there
      has been no Tax audit or other administrative proceeding or court proceeding
      with regard to any Taxes or Cougar Returns, nor is any such Tax audit or other
      proceeding pending, nor has there been any notice to Cougar by any Taxing
      authority regarding any such Tax audit or other proceeding, or, to the Knowledge
      of Cougar, is any such Tax audit or other proceeding threatened with regard
      to
      any Taxes or Cougar Returns. Cougar does not expect the assessment of any
      additional Taxes of Cougar for any period prior to the date hereof and has
      no
      Knowledge of any unresolved questions, claims or disputes concerning the
      liability for Taxes of Cougar which would exceed the estimated reserves
      established on its books and records.

    


    
      
        
        

      

      
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    (d) Except
      as
      set forth on Schedule
      3.8,
      Cougar
      is not a party to any agreement, contract or arrangement that would result,
      separately or in the aggregate, in the payment of any “excess parachute
      payments” within the meaning of Section 280G of the Code and the consummation of
      the transactions contemplated by this Agreement will not be a factor causing
      payments to be made by Cougar not to be deductible (in whole or in part) under
      Section 280G of the Code. Cougar is not liable for Taxes of any other Person,
      and is not currently under any contractual obligation to indemnify any Person
      with respect to Taxes, or a party to any tax sharing agreement or any other
      agreement providing for payments by Cougar with respect to Taxes. Cougar is
      not
      a party to any joint venture, partnership or other arrangement or contract
      which
      could be treated as a partnership for federal income tax purposes. Cougar has
      not agreed and is not required, as a result of a change in method of accounting
      or otherwise, to include any adjustment under Section 481 of the Code (or any
      corresponding provision of state, local or foreign law) in taxable income.
      Schedule 3.8
      contains
      a list of all jurisdictions in which Cougar is required to file any Cougar
      Return and no claim has ever been made by a taxing authority in a jurisdiction
      where Cougar does not currently file Cougar Returns that Cougar is or may be
      subject to taxation by that jurisdiction. There are no advance rulings in
      respect of any Tax pending or issued by any Taxing authority with respect to
      any
      Taxes of Cougar. Cougar has not entered into any gain recognition agreements
      under Section 367 of the Code and the regulations promulgated thereunder. Cougar
      is not liable with respect to any indebtedness the interest of which is not
      deductible for applicable federal, foreign, state or local income tax purposes.
      Cougar has not filed or been included in a combined, consolidated or unitary
      Tax
      return (or the substantial equivalent thereof) of any Person. 

    


    (e) Cougar
      has been neither a “distributing corporation” nor a “controlled corporation”
(within the meaning of Section 355 of the Code) in a distribution of stock
      qualifying for tax-free treatment under Section 355 of the Code.

    


    (f) Except
      as
      set forth on Schedule
      3.8,
      Cougar
      has not requested any extension of time within which to file any Cougar Return,
      which return has not since been filed. 

     

    3.9 Contracts
      and Commitments.

    


    (a) Schedule
      3.9
      hereto
      lists the following agreements, whether oral or written, to which Cougar is
      a
      party, which are currently in effect, and which relate to the operation of
      Cougar’s business: (i) collective bargaining agreement or contract with any
      labor union; (ii) bonus, pension, profit sharing, retirement or other form
      of
      deferred compensation plan; (iii) stock
      purchase or stock option plan; (iv) contract for the employment of any officer,
      individual employee or other person on a full-time or consulting basis or
      relating to severance pay for any such person; (v) contract, agreement or
      understanding relating to the voting of Cougar Common Stock or Cougar Preferred
      Stock, or the election of directors of Cougar; (vi) agreement or indenture
      relating to the borrowing of money or to mortgaging, pledging or otherwise
      placing a lien on any of the assets of Cougar; (vii) guaranty of any obligation
      for borrowed money or otherwise; (viii) lease or agreement under which Cougar
      is
      lessee of, or holds or operates any property, real or personal, owned by any
      other party, for which the annual rental exceeds $10,000; (ix) lease or
      agreement under which Cougar is lessor of, or permits any third party to hold
      or
      operate, any property, real or personal, for which the annual rental exceeds
      $10,000; (x) contract which prohibits Cougar from freely engaging in business
      anywhere in the world; (xi) license agreement or agreement providing for the
      payment or receipt of royalties or other compensation by Cougar in connection
      with the intellectual property rights listed in Schedule
      3.22(b)
      hereto;
      (xii) contract or commitment for capital expenditures in excess of $10,000;
      (xiii) agreement for the sale of any capital asset; (xiv) contracts,
      understandings, arrangements or commitments with respect to the acquisition
      and/or use by Cougar of Intellectual Property of others or by others of
      Intellectual Property of Cougar; or (xv) other agreement which is either
      material to Cougar’s business or was not entered into in the ordinary course of
      business. 

     

    
      
        
        

      

      
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    (b) To
      Cougar’s Knowledge, Cougar has performed all obligations required to be
      performed by it in connection with the contracts, understandings, arrangements
      or commitments required to be disclosed in Schedule
      3.9
      hereto
      and is not in receipt of any claim of default under any contract, understanding,
      arrangement or commitment required to be disclosed under such caption; Cougar
      has no present expectation or intention of not fully performing any material
      obligation pursuant to any contract, understanding, arrangement or commitment
      required to be disclosed under such caption; and Cougar has no Knowledge of
      any
      breach or anticipated breach by any other party to any contract, understanding,
      arrangement or commitment required to be disclosed under such
      caption. 

     

    3.10 Affiliate
      Transactions.
      Except
      as
      set forth in Schedule
      3.10
      hereto,
      and other than pursuant to this Agreement, no officer, director or employee
      of
      Cougar, or any member of the immediate family of any such officer, director
      or
      employee, or any entity in which any of such persons owns any beneficial
      interest (other than any publicly-held corporation whose stock is traded on
      a
      national securities exchange, the Nasdaq National or Small Cap Markets or in
      an
      over-the-counter market and less than five percent of the stock of which is
      beneficially owned by any of such persons) (collectively “Cougar
      Insiders”),
      has
      any agreement with Cougar (other than normal employment arrangements set forth
      on Schedule
      3.9)
      or any
      interest in any property, real, personal or mixed, tangible or intangible,
      used
      in or pertaining to the business of Cougar (other than ownership of capital
      stock of Cougar). Except as set forth on Schedule
      3.10,
      Cougar
      is not indebted to any Cougar Insider (except for amounts due as normal salaries
      and bonuses and in reimbursement of ordinary business expenses) and no Cougar
      Insider is indebted to Cougar (except for cash advances for ordinary business
      expenses). None of the Cougar Insiders has any direct or indirect interest
      in
      any competitor, supplier or customer of Cougar or in any person, firm or entity
      from whom or to whom Cougar leases any property, or in any other person, firm
      or
      entity with whom Cougar transacts business of any nature. For purposes of this
      Section
      3.10,
      the
      members of the immediate family of an officer, director or employee shall
      consist of the spouse, parents, children and siblings of such officer, director
      or employee.

     

    3.11 Compliance
      with Laws; Permits.

    


    (a) Except
      for any noncompliance that would not reasonably be expected to have a Material
      Adverse Effect on Cougar or the Surviving Company, Cougar and its officers,
      directors, agents and employees have complied with all applicable laws,
      regulations and other requirements, including, but not limited to, federal,
      state, local and foreign laws, ordinances, rules, regulations and other
      requirements pertaining to equal employment opportunity, employee retirement,
      affirmative action and other hiring practices, occupational safety and health,
      workers’ compensation, unemployment and building and zoning codes, and no claims
      have been filed against Cougar, and Cougar has not received any notice, alleging
      a violation of any such laws, regulations or other requirements. Cougar is
      not
      relying on any exemption from or deferral of any such applicable law, regulation
      or other requirement that would not be available to SRKP after it acquires
      Cougar’s properties, assets and business.

     

    
      
        
        

      

      
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    (b) Cougar
      has obtained all licenses, permits and certificates, from federal, state, local
      and foreign authorities (including, without limitation, federal and state
      agencies regulating occupational health and safety), that are necessary to
      the
      conduct of its operations and business,
      except
      where the failure to have any such license, permit or certificate would not
      reasonably be expected to have a Material Adverse Effect on cougar or the
      Surviving Company.

     

    3.12 Financial
      Statements.
      Cougar
      has made available to SRKP audited balance sheets of Cougar as of December
      31,
      2003 and 2004, and the related audited statements of income, changes in
      stockholders’ equity, and cash flows of Cougar for the years then ended and from
      the inception of Cougar to such date (the “Cougar
      Financial Statements”)
      and its
      unaudited balances sheets as of December 31, 2005 and the related unaudited
      statements of income, change in stockholders’ equity and cash flows of Cougar
      for the period then ended (the “Cougar
      Interim Statements”).
      The
      Cougar Financial Statements have been audited by J. H. Cohn LLP and are
      accompanied by their audit report and the Cougar Financial Statements and the
      Cougar Interim Statements were prepared in accordance with GAAP consistently
      applied with past practice (except in each case as described in the notes
      thereto) and on that basis present fairly, in all material respects, the
      financial position and the results of operations, changes in stockholders’
equity, and cash flows of Cougar as of the dates of and for the periods referred
      to in the Cougar Financial Statements
      and the
      Cougar Interim Statements, respectively.

     

    3.13 Books
      and
      Records.
      The
      books of account, minute books, stock record books, and other records of Cougar,
      complete copies of which have been made available to SRKP, have been properly
      kept and contain no inaccuracies except for inaccuracies that would not,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect on Cougar or the Surviving Company. At the Closing, all of
      Cougar’s records will be in the possession of Cougar.

     

    3.14 Real
      Property.
      Cougar
      does not own any real property. Schedule 3.14
      contains
      an accurate list of all leaseholds and other interests of Cougar in any real
      property. Cougar has good and valid title to those leaseholds and other
      interests free and clear of all liens and encumbrances, and the real property
      to
      which those leasehold and other interests pertain constitutes the only real
      property used in Cougar’s business.

     

    3.15 Insurance.
      The
      insurance policies owned and maintained by Cougar that are material to Cougar
      are in full force and effect, all premiums due and payable thereon have been
      paid (other than retroactive or retrospective premium adjustments that Cougar
      is
      not currently required, but may in the future be required, to pay with respect
      to any period ending prior to the date of this Agreement), and Cougar has
      received no notice of cancellation or termination with respect to any such
      policy that has not been replaced on substantially similar terms prior to the
      date of such cancellation.

     

    
      
        
        

      

      
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    3.16 No
      Undisclosed Liabilities.
      Except
      as reflected in the unaudited balance sheet of Cougar at December 31, 2005
      (the
“Cougar
      Latest Balance Sheet”),
      Cougar has no liabilities (whether accrued, absolute, contingent, unliquidated
      or otherwise except (i) liabilities which have arisen after the date of the
      Cougar Latest Balance Sheet in the ordinary course of business (none of which
      is
      a material uninsured liability), or (ii) liabilities under this
      Agreement.

     

    3.17 Environmental
      Matters.
      None
      of
      the operations of Cougar involves the generation, transportation, treatment,
      storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270
      or any state, local or foreign equivalent.

     

    3.18 Absence
      of Certain Developments.
      Except
      as disclosed in the Cougar Financial Statements or as otherwise contemplated
      by
      this Agreement, since the date of the Cougar Latest Balance Sheet, Cougar has
      conducted its business only in the ordinary course consistent with past practice
      and there has not occurred or been entered into, as the case may be: (i) any
      event having a Material Adverse Effect on Cougar or the Surviving Company,
      (ii)
      any event that could reasonably be expected to prevent or materially delay
      the
      performance of Cougar’s obligations pursuant to this Agreement, (iii) any
      material change by Cougar in its accounting methods, principles or practices,
      (iv) any declaration, setting aside or payment of any dividend or distribution
      in respect of the shares of capital stock of Cougar or any redemption, purchase
      or other acquisition of any of Cougar’s securities, (v) any increase in the
      compensation or benefits or establishment of any bonus, insurance, severance,
      deferred compensation, pension, retirement, profit sharing, stock option
      (including, without limitation, the granting of stock options, stock
      appreciation rights, performance awards or restricted stock awards), stock
      purchase or other employee benefit plan of Cougar, or any other increase in
      the
      compensation payable or to become payable to any employees, officers,
      consultants or directors of Cougar, (vi) other than issuances of options
      pursuant to duly adopted option plans, any issuance, grants or sale of any
      stock, options, warrants, notes, bonds or other securities, or entry into any
      agreement with respect thereto by Cougar, (vii) any amendment to the Certificate
      of Incorporation or Bylaws of Cougar, (viii) other than in the ordinary course
      of business consistent with past practice, any (w) capital expenditures by
      Cougar, (x) purchase, sale, assignment or transfer of any material assets by
      Cougar, (y) mortgage, pledge or existence of any lien, encumbrance or charge
      on
      any material assets or properties, tangible or intangible of Cougar, except
      for
      liens for taxes not yet due and such other liens, encumbrances or charges which
      do not, individually or in the aggregate, have a Material Adverse Effect on
      Cougar or the Surviving Company, or (z) cancellation, compromise, release or
      waiver by Cougar of any rights of material value or any material debts or
      claims, (ix) any incurrence by Cougar of any material liability (absolute or
      contingent), except for current liabilities and obligations incurred in the
      ordinary course of business consistent with past practice, (x) damage,
      destruction or similar loss, whether or not covered by insurance, materially
      affecting the business or properties of Cougar, (xi) entry into any agreement,
      contract, lease or license other than in the ordinary course of business
      consistent with past practice, (xii) any acceleration, termination, modification
      or cancellation of any agreement, contract, lease or license to which Cougar
      is
      a party or by which it is bound, (xiii) entry by Cougar into any loan or other
      transaction with any officers, directors or employees of Cougar, (xiv) any
      charitable or other capital contribution by Cougar or pledge therefore, (xv)
      entry by Cougar into any transaction of a material nature other than in the
      ordinary course of business consistent with past practice, or (xvi) any
      negotiation or agreement by the Cougar to do any of the things described in
      the
      preceding clauses (i) through (xv).

     

    
      
        
        

      

      
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    3.19 Employee
      Benefit Plans.

     

    (a) Schedule 3.19(a)
      lists
      all (i) “employee benefit plans,” within the meaning of Section 3(3) of ERISA,
      of Cougar, (ii) bonus, stock option, stock purchase, stock appreciation right,
      incentive, deferred compensation, supplemental retirement, severance, and fringe
      benefit plans, programs, policies or arrangements, and (iii) employment or
      consulting agreements, for the benefit of, or relating to, any current or former
      employee (or any beneficiary thereof) of Cougar, in the case of a plan described
      in (i) or (ii) above, that is currently maintained by Cougar or with respect
      to
      which Cougar has an obligation to contribute, and in the case of an agreement
      described in (iii) above, that is currently in effect (the “Cougar
      Plans”).
      Cougar has heretofore made available to SRKP true and complete copies of the
      Cougar Plans and any amendments thereto, any related trust, insurance contract,
      summary plan description, and, to the extent required under ERISA or the Code,
      the most recent annual report on Form 5500 and summaries of material
      modifications.

    


    (b) No
      Cougar
      Plan is (1) a “multiemployer plan” within the meaning of Sections 3(37) or
      4001(a)(3) of ERISA, (2) a “multiple employer plan” within the meaning of
      Section 3(40) of ERISA or Section 413(c) of the Code, or (3) is subject to
      Title
      IV of ERISA or Section 412 of the Code.

    (c) There
      is
      no proceeding pending or, to Cougar’s Knowledge, threatened against the assets
      of any Cougar Plan or, with respect to any Cougar Plan, against Cougar other
      than proceedings that would not reasonably be expected to result in a material
      liability, and to Cougar’s Knowledge there is no proceeding pending or
      threatened in writing against any fiduciary of any Cougar Plan other than
      proceedings that would not reasonably be expected to result in a material
      liability.

    


    (d) Each
      of
      the Cougar Plans has been operated and administered in all material respects
      in
      accordance with its terms and applicable law, including, but not limited to,
      ERISA and the Code.

    


    (e) Each
      of
      the Cougar Plans that is intended to be “qualified” within the meaning of
      Section 401(a) of the Code has received a favorable determination, notification,
      or opinion letter from the IRS.

     

    (f) Except
      as
      set forth in Schedule
      3.19(f),
      no
      director, officer, or employee of Cougar will become entitled to retirement,
      severance or similar benefits or to enhanced or accelerated benefits (including
      any acceleration of vesting or lapsing of restrictions with respect to
      equity-based awards) under any Cougar Plan solely as a result of consummation
      of
      the transactions contemplated by this Agreement. No
      director of officer or control person of SRKP prior to the Effective Time has
      or
      shall have any liability, cost or expense (including reasonable attorneys fees
      and expenses) relating to any aspect of the Cougar Plans. Such individuals
      and
      entities shall be able to rely on the representation and warranty in the
      foregoing sentence as a third party beneficiary hereof.

     

    3.20 Employees.

     

    (a) Schedule 3.20
      lists
      the following information for each employee and each director of Cougar as
      of
      the date of this Agreement, including each employee on leave of absence or
      layoff status: (i) name; (ii) job title; (iii) current annual
      base salary or annualized wages; and (iv) cash bonus compensation earned
      during 2004
      and
      2005.

    


    
      
        
        

      

      
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    (b) Except
      as
      otherwise set forth in Schedule
      3.20,
      or as
      contemplated by this Agreement, to the Knowledge of Cougar, (i) neither any
      executive employee of Cougar nor any group of Cougar’s employees has any plans
      to terminate his, her or its employment; (ii) Cougar has no material labor
      relations problem pending and its labor relations are satisfactory; (iii) there
      are no workers’ compensation claims pending against Cougar nor is Cougar aware
      of any facts that would give rise to such a claim; (iv) to the Knowledge of
      Cougar, no employee of Cougar is subject to any secrecy or noncompetition
      agreement or any other agreement or restriction of any kind that would impede
      in
      any way the ability of such employee to carry out fully all activities of such
      employee in furtherance of the business of Cougar; (v) no employee or former
      employee of Cougar has any claim with respect to any intellectual property
      rights of Cougar set forth in Schedule
      3.22(b)
      hereto;
      and (vi) there is no reasonable basis for any of the events described in the
      preceding clauses (i) thru (v).

     

    3.21 Proprietary
      Information and Inventions.
      Each
      current Cougar employee, consultant, and advisory board member is party to
      either a non-disclosure agreement in the form attached as Schedule 3.21
      or other
      agreement relating to employment with Cougar and containing comparable
      non-disclosure provisions. To Cougar’s Knowledge, no current or former Cougar
      employee, consultant or advisory board member who is party to a non-disclosure
      agreement has breached that non-disclosure agreement. To Cougar’s Knowledge, no
      current Cougar employee, consultant or advisory board member who is party to
      an
      alternative employment agreement with Cougar has breached the non-disclosure
      provisions of that agreement.

     

    3.22 Intellectual
      Property.

     

    (a) Except
      as
      set forth in Schedule
      3.22(a),
      to its
      Knowledge, Cougar owns or has valid and enforceable licenses to use all of
      the
      following used in or necessary to conduct its business as currently conducted
      (collectively, the “Cougar
      Intellectual Property”):

    


    (i) patents,
      including any registrations, continuations, continuations in part, renewals,
      and
      any applications for any of the foregoing (collectively, “Patents”);

    


    (ii) registered
      and unregistered copyrights and copyright applications (collectively,
“Copyrights”);

    


    (iii) registered
      and unregistered trademarks, service marks, trade names, slogans, logos, designs
      and general intangibles of the like nature, together with all registrations
      and
      applications therefor (collectively, “Trademarks”);

    


    (iv) trade
      secrets, confidential or proprietary technical information, know-how, designs,
      processes, research in progress, inventions and invention disclosures (whether
      patentable or unpatentable) (collectively, “Know-How”);

    


    (v) software
      (together with Patents, Copyrights, Trademarks, and Know-How, “Intellectual
      Property”).

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (b) Set
      forth
      on Schedule
      3.22(b)
      is a
      complete and accurate list of all Patents, Trademarks, registered or material
      Copyrights and software owned by or licensed by or to, Cougar. Schedule
      3.22(b),
      including
      a complete and accurate list of all Persons from which or to which Cougar
      licenses any material Intellectual Property. 

     

    (c) To
      its
      Knowledge, Cougar has exclusive rights to the Cougar Intellectual Property
      (with
      the exception of any such rights retained by governmental organizations and
      licensors), free and clear of all liens and encumbrances and free of all
      licenses except those set forth in Schedule
      3.22(c)
      and
      licenses relating to off-the-shelf software having a per-application acquisition
      price of less than $5,000. No Copyright registration, Trademark registration,
      or
      Patent set forth in Schedule
      3.22(b)
      has
      lapsed, expired or been abandoned or cancelled, or is subject to any pending
      or,
      to Cougar’s Knowledge, threatened opposition or cancellation proceeding in any
      country.

     

    (d) Except
      as
      set forth in Schedule
      3.22(d),
      to
      Cougar’s Knowledge (1) neither the conduct of Cougar’s business nor the
      manufacture, marketing, licensing, sale, distribution or use of its products
      or
      services infringes upon the proprietary rights of any Person, and (2) there
      are no infringements of the Cougar Intellectual Property by any Person. Except
      as set forth in Schedule
      3.22(a)
      and
Schedule
      3.22(c),
      there
      are no claims pending or, to Cougar’s Knowledge, threatened (1) alleging
      that Cougar’s business as currently conducted infringes upon or constitutes an
      unauthorized use or violation of the proprietary rights of any Person, or
      (2) alleging that the Cougar Intellectual Property is being infringed by
      any Person, or (3) challenging the ownership, validity or enforceability of
      the
      Cougar Intellectual Property.

    


    (e) Cougar
      has not entered into any consent agreement, indemnification agreement,
      forbearance to sue, settlement agreement or cross-licensing arrangement with
      any
      Person relating to the Cougar Intellectual Property other than as part of the
      license agreements listed in Schedule
      3.22(b)
      or set
      forth in Schedule
      3.22(c).

     

    (f) Except
      as
      set forth in Schedule
      3.22(f),
      Cougar
      is not, nor will it be as a result of the execution and delivery of this
      Agreement or the performance of its obligations under this Agreement, in breach
      of any license, sublicense or other contract relating to the Cougar Intellectual
      Property that could reasonably be expected, individually or in the aggregate,
      to
      have a Material Adverse Effect on Cougar or the Surviving Company.

     

    3.23 Tax-Free
      Reorganization.
      Neither
      Cougar nor, to Cougar’s Knowledge, any of its Affiliates has through the date of
      this Agreement taken or agreed to take any action that would prevent the Merger
      from qualifying as a reorganization under Section 368(a) of the Code.


     

    3.24 Vote
      Required.
      The
      Requisite Cougar Stockholder Vote is the only vote of the holders of any class
      or series of Cougar capital stock necessary to approve the Merger.

     

    3.25 Full
      Disclosure.
      The
      representations and warranties of Cougar contained in this Agreement (and in
      any
      schedule, exhibit, certificate or other instrument to be delivered under this
      Agreement) are true and correct in all material respects, and such
      representations and warranties do not omit any material fact necessary to make
      the statements contained therein, in light of the circumstances under which
      they
      were made, not misleading. There is no fact of which Cougar has Knowledge that
      has not been disclosed to SRKP pursuant to this Agreement, including the
      schedules hereto, all taken together as a whole, which has had or could
      reasonably be expected to have a Material Adverse Effect on Cougar or the
      Surviving Company or materially adversely affect the ability of Cougar to
      consummate in a timely manner the transactions contemplated hereby.

    


    
      
        
        

      

      
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    ARTICLE IV

    REPRESENTATIONS
      AND WARRANTIES OF SRKP AND MERGERCO

    


    SRKP
      and
      MergerCo hereby represent and warrant to Cougar as follows:

     

    4.1 Organization
      and Qualification.
      SRKP
      and
      MergerCo each are, and on the Effective Date will be, corporations duly
      organized, validly existing and in good standing under the laws of the State
      of
      Delaware, and each has, and on the Effective Date will have, the requisite
      corporate power to carry on their respective businesses as now conducted. The
      copies of the Certificate of Incorporation and Bylaws of SRKP and MergerCo
      that
      have been made available to Cougar on or prior to the date of this Agreement
      are
      correct and complete copies of such documents as in effect as of the date
      hereof, and shall be in effect on the Effective Date. SRKP and MergerCo are,
      and
      on the Effective Date each will be, licensed or qualified to do business in
      every jurisdiction which the nature of their respective businesses or their
      respective ownership of properties require each to be licensed or qualified,
      except where the failure to be so licensed or qualified would not have a
      Material Adverse Effect on SRKP or MergerCo, respectively.

     

    4.2 Authority
      Relative to this Agreement; Non-Contravention.
      Each
      of
      SRKP and MergerCo has the requisite corporate power and authority to enter
      into
      this Agreement, and to carry out its obligations hereunder. The execution and
      delivery of this Agreement by SRKP and MergerCo, and the consummation by SRKP
      and MergerCo of the transactions contemplated hereby have been duly authorized
      by the Boards of Directors of SRKP and MergerCo. No further corporate
      proceedings on the part of SRKP or MergerCo are necessary to authorize the
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby or will otherwise be sought by SRKP. This
      Agreement has been duly executed and delivered by SRKP and MergerCo and,
      assuming it is a valid and binding obligation of Cougar, constitutes a valid
      and
      binding obligation of SRKP and MergerCo enforceable in accordance with its
      terms
      except as enforcement may be limited by general principles of equity whether
      applied in a court of law or a court of equity and by bankruptcy, insolvency
      and
      similar laws affecting creditors’ rights and remedies generally. Except for (x)
      approvals under applicable Blue Sky laws
      and the
      filing of Form D with the Securities and Exchange Commission
      and (y)
      the filing of the Certificate of Merger with the Delaware Secretary of State,
      no
      authorization, consent or approval of, or filing with, any public body, court
      or
      authority is necessary on the part of SRKP or MergerCo for the consummation
      by
      SRKP or MergerCo of the transactions contemplated by this Agreement, except
      for
      such authorizations, consents, approvals and filings as to which the failure
      to
      obtain or make the same would not, in the aggregate, reasonably be expected
      to
      have a Material Adverse Effect on SRKP or MergerCo, or adversely affect the
      consummation of the transactions contemplated hereby.

     

    4.3 No
      Conflicts.
      Neither
      SRKP nor MergerCo is subject to, or obligated under, any provision of (a) their
      respective Certificates of Incorporation or Bylaws, (b) any agreement,
      arrangement or understanding, (c) any license, franchise or permit, nor (d)
      subject to obtaining the approvals referred to in the next sentence, any law,
      regulation, order, judgment or decree, which would conflict with, be breached
      or
      violated, or in respect of which a right of termination or acceleration or
      any
      security interest, charge or encumbrance on any of their respective assets
      would
      be created, by the execution, delivery or performance of this Agreement or
      the
      consummation of the transactions contemplated hereby, other than any such
      conflicts, breaches, violations, rights of termination or acceleration or
      security interests, charges or encumbrances which, in the aggregate, could
      not
      reasonably be expected to have a Material Adverse Effect on SRKP
      or
      MergerCo.

     

    
      
        
        

      

      
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    4.4 Capitalization.

     

    (a) As
      of the
      date hereof, SRKP is, and on the Effective Date will be, authorized to issue
      100,000,000 shares of common stock, par value $.0001 per share, and 10,000,000
      shares of preferred stock, par value $.0001 per share, of which 2,700,000 shares
      of common stock and no shares of preferred stock are currently issued and
      outstanding. The issued and outstanding shares of capital stock of SRKP are,
      and
      on the Effective Date will be, duly authorized, validly issued, fully paid
      and
      nonassessable and not issued in violation of any preemptive rights and, to
      SRKP’s Knowledge, free from any restrictions on transfer (other than
      restrictions under the Securities Act or state securities laws) or any option,
      lien, pledge, security interest, encumbrance or charge of any kind. SRKP has,
      and on the Effective Date will have, no other equity securities or securities
      containing any equity features authorized, issued or outstanding. There are
      no
      agreements or other rights or arrangements existing which provide for the sale
      or issuance of capital stock by SRKP and there are no rights, subscriptions,
      warrants, options, conversion rights or agreements of any kind outstanding
      to
      purchase or otherwise acquire from SRKP any shares of capital stock or other
      securities of SRKP of any kind, and there will not be any such agreements prior
      to or on the Effective Date. There are, and on the Effective Date there will
      be,
      no agreements or other obligations (contingent or otherwise) which may require
      SRKP to repurchase or otherwise acquire any shares of its capital
      stock other
      than the Redemption Agreement. 

     

    (b) SRKP
      is
      not a party to, and, to SRKP’s Knowledge, there do not exist, any voting trusts,
      proxies, or other contracts with respect to the voting of shares of capital
      stock of SRKP.

     

    (c) The
      authorized capital of MergerCo consists of 1,000 shares of common stock, par
      value $.0001 per share, all of which are, and on the Effective Date will be,
      issued and outstanding and held of record by SRKP. The issued and outstanding
      shares of capital stock of MergerCo are, and on the Effective Date will be,
      duly
      authorized, validly issued, fully paid and nonassessable and have not been
      issued in violation of any preemptive rights, and, to SRKP’s Knowledge, free
      from any restrictions on transfer (other than restrictions under the Securities
      Act or state securities laws) or any option, lien, pledge, security interest,
      encumbrance or charge of any kind. There are no rights, subscriptions, warrants,
      options, conversion rights or agreements of any kind outstanding to purchase
      or
      otherwise acquire from MergerCo any shares of capital stock or other securities
      of MergerCo of any kind, and there will not be any such agreements prior to
      or
      on the Effective Date. There are, and on the Effective Date there will be,
      no
      agreements or other obligations (contingent or otherwise) which may require
      MergerCo to repurchase or otherwise acquire any shares of its capital stock.
      

     

    
      
        
        

      

      
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    4.5 Exchange
      Act Reports.
      Prior
      to
      the date of this Agreement, SRKP has made available to Cougar complete and
      accurate copies of (a) SRKP’s Registration Statement on Form 10-SB/A as filed
      with the SEC on August 29, 2005 (the “SRKP
      10-SB”)
      and
      (b) SRKP’s Quarterly Report on Form 10-QSB for the quarter ended September 30,
      2005, as filed with the SEC (the “SRKP
      10-QSB Report”
and
      together with the SRKP 10-SB, the “SRKP
      SEC Filings”).
      As of
      their respective dates or as subsequently amended prior to the date hereof,
      each
      of the SRKP SEC Filings (i) did not contain any untrue statement of a material
      fact or omit to state a material fact required to be stated therein or necessary
      to make the statements therein, in light of the circumstances under which they
      were made, not misleading and (ii) complied as to form in all material respects
      with the applicable rules and regulations of the SEC. Since its inception on
      May
      24, 2005, SRKP has timely filed all reports that it was required to file with
      the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act.
      The financial statements (including footnotes thereto) included in or
      incorporated by reference into the SRKP 10-SB and the SRKP 10-QSB Report were
      prepared in accordance with GAAP applied on a consistent basis during the
      periods involved (except as otherwise noted therein) and fairly present, in
      all
      material respects, the financial condition of SRKP as of the dates thereof
      and
      results of operations for the periods referred to therein. 

     

    4.6 Litigation.
      There
      are
      no actions, suits, proceedings, orders or investigations pending or, to the
      Knowledge of SRKP, threatened against SRKP, MergerCo, or SRKP’s officers,
      directors, employees or Affiliates, individually or in the aggregate, at law
      or
      in equity, or before or by any federal, state or other governmental department,
      court, commission, board, bureau, agency or instrumentality, domestic or
      foreign, and to the Knowledge of SRKP, there is no reasonable basis for any
      proceeding, claim, action or governmental investigation directly or indirectly
      involving SRKP, MergerCo, or SRKP’s officers, directors, employees or
      affiliates, individually or in the aggregate. Neither SRKP nor MergerCo are
      a
      party to any order, judgment or decree issued by any federal, state or other
      governmental department, court, commission, board, bureau, agency or
      instrumentality, domestic or foreign.

     

    4.7 Subsidiaries.
      MergerCo is SRKP’s only subsidiary, direct or indirect. 

     

    4.8 No
      Brokers or Finders.
      None of SRKP or any of its officers, directors, employees or Affiliates has
      employed any broker, finder, investment banker or investment advisor or Person
      performing a similar function, or incurred any liability for brokerage
      commissions, finders’ fees, investment advisory fees or similar compensation in
      connection with the transactions contemplated by this Agreement. 

     

    4.9 Tax
      Matters.

     

    (a) (i)
      SRKP
      has timely filed (or has had timely filed on its behalf) all returns,
      declarations, reports, estimates, information returns, and statements, including
      any schedules and amendments to such documents (“SRKP
      Returns”),
      required to be filed or sent by it in respect of any Taxes or required to be
      filed or sent by it by any taxing authority having jurisdiction; (ii) all such
      SRKP Returns are complete and accurate in all material respects; (iii) SRKP
      has
      timely and properly paid (or has had paid on its behalf) all Taxes required
      to
      be paid by it; (iv) SRKP has established on the SRKP Latest Balance Sheet,
      in
      accordance with GAAP, reserves that are adequate for the payment of any Taxes
      not yet paid; (v) SRKP has complied with all applicable laws, rules, and
      regulations relating to the collection or withholding of Taxes from third
      parties (including without limitation employees) and the payment thereof
      (including, without limitation, withholding of Taxes under Sections 1441 and
      1442 of the Code, or similar provisions under any foreign laws).

    


    
      
        
        

      

      
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    (b) To
      SRKP’s
      Knowledge,
      there
      are
      no liens for Taxes upon any assets of SRKP, except liens for Taxes not yet
      due.

    


    (c) No
      deficiency for any Taxes has been asserted, assessed or, to SRKP’s Knowledge,
      proposed against SRKP that has not been resolved and paid in full or is not
      being contested in good faith. No waiver, extension or comparable consent given
      by SRKP regarding the application of the statute of limitations with respect
      to
      any Taxes or Returns is outstanding, nor is any request for any such waiver
      or
      consent pending. There has been no Tax audit or other administrative proceeding
      or court proceeding with regard to any Taxes or SRKP Returns, nor is any such
      Tax audit or other proceeding pending, nor has there been any notice to SRKP
      by
      any Taxing authority regarding any such Tax audit or other proceeding, or,
      to
      the Knowledge of SRKP, is any such Tax audit or other proceeding threatened
      with
      regard to any Taxes or SRKP Returns. SRKP does not expect the assessment of
      any
      additional Taxes of SRKP for any period prior to the date hereof and has no
      Knowledge of any unresolved questions, claims or disputes concerning the
      liability for Taxes of SRKP which would exceed the estimated reserves
      established on its books and records.

    


    (d) SRKP
      is
      not a party to any agreement, contract or arrangement that would result,
      separately or in the aggregate, in the payment of any “excess parachute
      payments” within the meaning of Section 280G of the Code and the consummation of
      the transactions contemplated by this Agreement will not be a factor causing
      payments to be made by SRKP not to be deductible (in whole or in part) under
      Section 280G of the Code. SRKP is not liable for Taxes of any other Person,
      and
      is not currently under any contractual obligation to indemnify any Person with
      respect to Taxes, or a party to any tax sharing agreement or any other agreement
      providing for payments by SRKP with respect to Taxes. SRKP is not a party to
      any
      joint venture, partnership or other arrangement or contract which could be
      treated as a partnership for federal income tax purposes. SRKP has not agreed
      and is not required, as a result of a change in method of accounting or
      otherwise, to include any adjustment under Section 481 of the Code (or any
      corresponding provision of state, local or foreign law) in taxable income.
      SRKP
      has no property, sales or payroll in any state creating a tax nexus. However,
      any corporate activities taking place currently take place in Florida, and
      therefore SRKP believes it should file an SRKP Return in Florida. No claim
      has
      ever been made by a taxing authority in a jurisdiction where SRKP does not
      currently file SRKP Returns that SRKP is or may be subject to taxation by that
      jurisdiction. There are no advance rulings in respect of any Tax pending or
      issued by any Taxing authority with respect to any Taxes of SRKP. SRKP has
      not
      entered into any gain recognition agreements under Section 367 of the Code
      and
      the regulations promulgated thereunder. SRKP is not liable with respect to
      any
      indebtedness the interest of which is not deductible for applicable federal,
      foreign, state or local income tax purposes. 

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    (e) SRKP
      has
      been neither a “distributing corporation” nor a “controlled corporation” (within
      the meaning of Section 355 of the Code) in a distribution of stock qualifying
      for tax-free treatment under Section 355 of the Code.

    


    (f) SRKP
      has
      not requested any extension of time within which to file any SRKP Return, which
      return has not since been filed.

     

    4.10 Contracts
      and Commitments.
      Except as contemplated herein, SRKP is not a party to any contract, agreement,
      arrangement or other understanding, whether written or oral, which are currently
      in effect, and which relate to SRKP or its business.

     

    4.11 Affiliate
      Transactions.
      No
      officer, director or employee of SRKP, or any member of the immediate family
      of
      any such officer, director or employee, or any entity in which any of such
      persons owns any beneficial interest (other than any publicly-held corporation
      whose stock is traded on a national securities exchange, the Nasdaq National
      or
      Small Cap Markets, or in an over-the-counter market and less than one percent
      of
      the stock of which is beneficially owned by any of such persons) (collectively
      “SRKP
      Insiders”),
      has
      any agreement with SRKP or any interest in any property, real, personal or
      mixed, tangible or intangible, used in or pertaining to the business of SRKP
      (other than ownership of capital stock of SRKP Subsidiaries). SRKP is not
      indebted to any SRKP Insider (except for reimbursement of ordinary business
      expenses) and no SRKP Insider is indebted to SRKP) except for cash advances
      for
      ordinary business expenses). No SRKP Insider has any direct or indirect interest
      in any competitor, supplier or customer of SRKP or in any person, firm or entity
      from whom or to whom SRKP leases any property, or in any other person, firm
      or
      entity with whom SRKP transacts business of any nature. For purposes of this
      Section
      4.11,
      the
      members of the immediate family of an officer, director or employee shall
      consist of the spouse, parents, children or siblings of such officer, director
      or employee. 

     

    4.12 Compliance
      with Laws; Permits. 

    


    (a) Except
      for any noncompliance that would not reasonably be expected to have a Material
      Adverse Effect on SRKP, SRKP and its officers, directors, agents and employees
      have complied with all applicable laws, regulations and other requirements,
      including, but not limited to, federal, state, local and foreign laws,
      ordinances, rules, regulations and other requirements pertaining to equal
      employment opportunity, employee retirement, affirmative action and other hiring
      practices, occupational safety and health, workers’ compensation, unemployment
      and building and zoning codes, and no claims have been filed against SRKP,
      and
      SRKP has not received any notice, alleging a violation of any such laws,
      regulations or other requirements. SRKP is not relying on any exemption from
      or
      deferral of any such applicable law, regulation or other requirement that would
      not be available to Cougar after it acquires SRKP’s properties, assets and
      business.

     

    (b) SRKP
      has
      no licenses, permits and certificates from federal, state, local and foreign
      authorities (including, without limitation, federal and state agencies
      regulating occupational health and safety), and none are necessary and material
      to its operations and business.

     

    
      
        
        

      

      
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    4.13 Validity
      of the SRKP Common Stock.
      The
      shares of SRKP Common Stock and SRKP Preferred Stock to be issued to holders
      of
      Cougar Common Stock or Cougar Preferred Stock, respectively, pursuant to this
      Agreement will be, when issued, duly authorized, validly issued, fully paid
      and
      nonassessable. 

     

    4.14 Books
      and
      Records.
      The
      books
      of account, minute books, stock record books, and other records of SRKP,
      complete copies of which have been made available to Cougar, have been properly
      kept and contain no inaccuracies except for inaccuracies that would not,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect on SRKP. At the Closing, all of SRKP’s records will be in the
      possession of SRKP.

     

    4.15 Real
      Property.
      SRKP
      does not own or lease any real property. 

     

    4.16 Insurance.
      SRKP
      does not own or maintain any insurance policies. 

     

    4.17 No
      Undisclosed Liabilities.
      Except
      as
      reflected in the unaudited consolidated balance sheet of SRKP at September
      30,
      2005 included
      in SRKP’s Quarterly Report on Form 10-QSB for such period (the “SRKP
      Latest Balance Sheet”),
      SRKP
      has no liabilities (whether accrued, absolute, contingent, unliquidated or
      otherwise except liabilities which have arisen after the date of the SRKP Latest
      Balance Sheet in the ordinary course of business (none of which is a material
      uninsured liability).

     

    4.18 Environmental
      Matters.
      None of
      the operations of SRKP involves the generation, transportation, treatment,
      storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270
      or any state, local or foreign equivalent.

     

    4.19 Absence
      of Certain Developments.
      Except
      as
      disclosed in the SRKP SEC Filings or
      as
      otherwise contemplated by this Agreement, since September 30, 2005, SRKP has
      conducted its business only in the ordinary course consistent with past practice
      and there has not occurred or been entered into, as the case may be: (i) any
      event having a Material Adverse Effect on SRKP, (ii) any event that would
      reasonably be expected to prevent or materially delay the performance of SRKP’s
      obligations pursuant to this Agreement, (iii) any material change by SRKP in
      its
      accounting methods, principles or practices, (iv) any declaration, setting
      aside
      or payment of any dividend or distribution in respect of the shares of capital
      stock of SRKP or any redemption, purchase or other acquisition of any of SRKP’s
      securities, (v) any increase in the compensation or benefits or establishment
      of
      any bonus, insurance, severance, deferred compensation, pension, retirement,
      profit sharing, stock option (including, without limitation, the granting of
      stock options, stock appreciation rights, performance awards or restricted
      stock
      awards), stock purchase or other employee benefit plan of SRKP, or any other
      increase in the compensation payable or to become payable to any employees,
      officers, consultants or directors of SRKP, (vi) any issuance, grants or sale
      of
      any stock, options, warrants, notes, bonds or other securities, or entry into
      any agreement with respect thereto by SRKP, (vii) any amendment to the
      Certificate of Incorporation or Bylaws of SRKP, (viii) other than in the
      ordinary course of business consistent with past practice, any (w) capital
      expenditures by SRKP, (x) purchase, sale, assignment or transfer of any material
      assets by SRKP, (y) mortgage, pledge or existence of any lien, encumbrance
      or
      charge on any material assets or properties, tangible or intangible of SRKP,
      except for liens for taxes not yet due and such other liens, encumbrances or
      charges which do not, individually or in the aggregate, have a Material Adverse
      Effect on SRKP, or (z) cancellation, compromise, release or waiver by SRKP
      of
      any rights of material value or any material debts or claims, (ix) any
      incurrence by SRKP of any material liability (absolute or contingent), except
      for current liabilities and obligations incurred in the ordinary course of
      business consistent with past practice, (x) damage, destruction or similar
      loss,
      whether or not covered by insurance, materially affecting the business or
      properties of SRKP, (xi) entry by SRKP into any agreement, contract, lease
      or
      license other than in the ordinary course of business consistent with past
      practice, (xii) any acceleration, termination, modification or cancellation
      of
      any agreement, contract, lease or license to which SRKP is a party or by which
      any of them is bound, (xiii) entry by SRKP into any loan or other transaction
      with any officers, directors or employees of SRKP, (xiv) any charitable or
      other
      capital contribution by SRKP or pledge therefore, (xv) entry by SRKP into any
      transaction of a material nature other than in the ordinary course of business
      consistent with past practice, or (xvi) any negotiation or agreement by SRKP
      to
      do any of the things described in the preceding clauses (i) through
      (xv).

     

    
      
        
        

      

      
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    4.20 Employee
      Benefit Plans. 

    


    (a) SRKP
      does
      not have any (i) “employee benefit plans,” within the meaning of Section 3(3) of
      ERISA, (ii) bonus, stock option, stock purchase, stock appreciation right,
      incentive, deferred compensation, supplemental retirement, severance, and fringe
      benefit plans, programs, policies or arrangements, or (iii) employment or
      consulting agreements, for the benefit of, or relating to, any current or former
      employee (or any beneficiary thereof) of SRKP, in the case of a plan described
      in (i) or (ii) above, that is currently maintained by SRKP or with respect
      to
      which SRKP has an obligation to contribute, and in the case of an agreement
      described in (iii) above, that is currently in effect. 

     

    (b) No
      director, officer, or employee of SRKP will become entitled to retirement,
      severance or similar benefits or to enhanced or accelerated benefits (including
      any acceleration of vesting or lapsing of restrictions with respect to
      equity-based awards) solely as a result of consummation of the transactions
      contemplated by this Agreement.

     

    4.21 Employees.
      Except
      as disclosed in the SRKP SEC Filings, SRKP has no employees. 

     

    4.22 Proprietary
      Information and Inventions.
      No
      current SRKP employee, consultant, and advisory board member is party to either
      a non-disclosure agreement or an alternative employment agreement with SRKP
      containing comparable non-disclosure provisions. 

     

    4.23 Intellectual
      Property. 

     

    (a) SRKP
      does
      not own or license the right to use any (i) Patents, (ii) Copyrights, (iii)
      Trademarks, (iv) Know-How, or (v) software (collectively, the “SRKP
      Intellectual Property”).

     

    (b) To
      SRKP’s
      Knowledge, SRKP is not infringing upon the proprietary rights of any Person.
      There are no claims pending or, to SRKP’s Knowledge, threatened alleging that
      SRKP is currently infringing upon or using in an unauthorized manner or
      violating the proprietary rights of any Person.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    (c) SRKP
      is
      not, nor will it be as a result of the execution and delivery of this Agreement
      or the performance of its obligations under this Agreement, in breach of any
      license, sublicense or other Contract relating to Intellectual Property that
      would reasonably be expected, individually or in the aggregate, to have a
      Material Adverse Effect on SRKP.

     

    4.24 Tax
      Free
      Reorganization.
      Neither
      SRKP nor, to SRKP’s Knowledge, any of its Affiliates has through the date of
      this Agreement taken or agreed to take any action that would prevent the Merger
      from qualifying as a reorganization under Section 368(a) of the Code.


     

    4.25 Financial
      Statements.
      The
      financial statements of SRKP included in the SRKP SEC Filings have been prepared
      in accordance with GAAP consistently applied with past practice (except in
      each
      case as described in the notes thereto) and on that basis present fairly, in
      all
      material respects, the financial position and the results of operations, changes
      in stockholders’ equity, and cash flows of SRKP as of the dates of and for the
      periods referred to in such financial statements.

     

    4.26 Full
      Disclosure.
      The
      representations and warranties of SRKP and MergerCo contained in this Agreement
      (and in any schedule, exhibit, certificate or other instrument to be delivered
      under this Agreement) are true and correct in all material respects, and such
      representations and warranties do not omit any material fact necessary to make
      the statements contained therein, in light of the circumstances under which
      they
      were made, not misleading. There is no fact of which SRKP or MergerCo has
      Knowledge that has not been disclosed to Cougar pursuant to this Agreement,
      including the schedules hereto, all taken together as a whole, which has had
      or
      could reasonably be expected to have a Material Adverse Effect on SRKP or
      MergerCo, or materially adversely affect the ability of SRKP or MergerCo to
      consummate in a timely manner the transactions contemplated hereby.


    


    ARTICLE V

    CONDUCT
      OF BUSINESS PENDING THE MERGER

     

    5.1 Conduct
      of Business by SRKP
      and
      MergerCo.
      From
      the
      date of this Agreement to the Effective Date, unless Cougar shall otherwise
      agree in writing or as otherwise expressly contemplated or permitted by other
      provisions of this Agreement, including but not limited to this Section
      5.1,
      neither
      SRKP nor MergerCo shall, directly or indirectly, (a) amend its Certificate
      of
      Incorporation or Bylaws, (b) split, combine or reclassify any outstanding shares
      of capital stock of SRKP, (c) declare, set aside, make or pay any dividend
      or
      distribution in cash, stock, property or otherwise with respect to the capital
      stock of SRKP, (d) default in its obligations under any material debt, contract
      or commitment which default results in the acceleration of obligations due
      thereunder, except for such defaults arising out of SRKP’s entry into this
      Agreement for which consents, waivers or modifications are required to be
      obtained, (e) conduct its business other than in the ordinary course on an
      arms-length basis and in accordance in all material respects with all applicable
      laws, rules and regulations and SRKP’s past custom and practice, (f) issue or
      sell any additional shares of, or options, warrants, conversions, privileges
      or
      rights of any kind to acquire any shares of, any of its capital stock, except
      in
      connection with the exercise or conversion of SRKP securities outstanding on
      the
      date of this Agreement or payment of stock dividends, (g) acquire (by merger,
      exchange, consolidation, acquisition of stock or assets or otherwise) any
      corporation, partnership, joint venture or other business organization or
      division or material assets thereof or (h) make or change any material tax
      elections, settle or compromise any material tax liability or file any amended
      tax return.

     

    
      
        
        

      

      
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    5.2 Conduct
      of Business by Cougar.
      From
      the
      date of this Agreement to the Effective Date, unless SRKP shall otherwise agree
      in writing or except as set forth in Schedule
      5.2 or
      otherwise expressly contemplated or permitted by other provisions of this
      Agreement, including but not limited to this Section
      5.2,
      Cougar
      shall not, directly or indirectly, (a) amend its Certificate of Incorporation
      or
      Bylaws,
      (b)
      split, combine or reclassify any outstanding shares of capital stock of Cougar,
      (c) declare, set aside, make or pay any dividend or distribution in cash, stock,
      property or otherwise with respect to the capital stock of Cougar, (d) default
      in its obligations under any material debt, contract or commitment which default
      results in the acceleration of obligations due thereunder, except for such
      defaults arising out of Cougar’s entry into this Agreement for which consents,
      waivers or modifications are required to be obtained, (e) conduct its business
      other than in the ordinary course on an arms-length basis and in accordance
      in
      all material respects with all applicable laws, rules and regulations and
      Cougar’s past custom and practice, (f) issue or sell any additional shares of,
      or options, warrants, conversions, privileges or rights of any kind to acquire
      any shares of, any of its capital stock, except in connection with exercise
      or
      conversion of Cougar options or warrants outstanding on the date of this
      Agreement or the issuance of options authorized under the Stock Option Plan
      on
      the date of this Agreement, (g) acquire (by merger, exchange, consolidation,
      acquisition of stock or assets or otherwise) any corporation, partnership,
      joint
      venture or other business organization or division or material assets thereof
      or
      (h) make or change any material tax elections, settle or compromise any material
      tax liability or file any amended tax return.

    


    ARTICLE VI

    ADDITIONAL
      COVENANTS AND AGREEMENTS

     

    6.1 Governmental
      Filings.
      Subject
      to the terms and conditions herein provided, each party will use all reasonable
      efforts to take, or cause to be taken, all actions and to do, or cause to be
      done, all things necessary, proper or advisable to consummate and make effective
      as promptly as practicable the transactions contemplated by this Agreement.
      Each
      party will use all reasonable efforts and will cooperate with the other party
      in
      the preparation and filing, as soon as practicable, of all filings, applications
      or other documents required under applicable laws, including, but not limited
      to, the Exchange Act, to consummate the transactions contemplated by this
      Agreement. Prior to submitting each filing, application, registration statement
      or other document with the applicable regulatory authority, each party will,
      to
      the extent practicable, provide the other party with an opportunity to review
      and comment on each such application, registration statement or other document
      to the extent permitted by applicable law. Each party will use all reasonable
      efforts and will cooperate with the other party in taking any other actions
      necessary to obtain such regulatory or other approvals and consents at the
      earliest practicable time, including participating in any required hearings
      or
      proceedings. 

     

    6.2 Expenses.
      Except
      as
      otherwise provided in this Agreement, all costs and expenses incurred in
      connection with this Agreement and the transactions contemplated hereby shall
      be
      paid by the party incurring such costs and expenses.

     

    
      
        
        

      

      
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    6.3 Due
      Diligence; Access to Information; Confidentiality.

     

    (a) Between
      the date hereof and the Closing Date, Cougar and SRKP shall afford to the other
      party and their authorized representatives the opportunity to conduct and
      complete a due diligence investigation of the other party as described herein.
      In light of the foregoing, each party shall permit the other party full access
      on reasonable notice and at reasonable hours to its properties and shall
      disclose and make available (together with the right to copy) to the other
      party
      and its officers, employees, attorneys, accountants and other representatives
      (hereinafter collectively referred to as “Representatives”),
      all
      books, papers, and records relating to the assets, stock, properties,
      operations, obligations and liabilities of such party and its subsidiaries,
      including, without limitation, all books of account (including, without
      limitation, the general ledger), tax records, minute books of directors’ and
      stockholders’ meetings, organizational documents, bylaws, contracts and
      agreements, filings with any regulatory authority, accountants’ work papers,
      litigation files (including, without limitation, legal research memoranda),
      attorney’s audit response letters, documents relating to assets and title
      thereto (including, without limitation, abstracts, title insurance policies,
      surveys, environmental reports, opinions of title and other information relating
      to the real and personal property), plans affecting employees, securities
      transfer records and stockholder lists, and any books, papers and records
      (collectively referred to herein as “Evaluation
      Material”)
      relating to other assets or business activities in which such party may have
      a
      reasonable interest, and otherwise provide such assistance as is reasonably
      requested in order that each party may have a full opportunity to make such
      investigation and evaluation as it shall reasonably desire to make of the
      business and affairs of the other party; provided, however, that the foregoing
      rights granted to each party shall, whether or not and regardless of the extent
      to which the same are exercised, in no way affect the nature or scope of the
      representations, warranties and covenants of the respective party set forth
      herein. In addition, each party and its Representatives shall cooperate fully
      (including providing introductions, where necessary) with such other party
      to
      enable the party to contact third parties, including customers, prospective
      customers, specified agencies or others as the party deems reasonably necessary
      to complete its due diligence; provided that such party agrees not to initiate
      such contacts without the prior approval of the other party, which approval
      will
      not be unreasonably withheld.

    


    (b) Cougar
      and SRKP agree that each such party will not use the Evaluation Material for
      any
      purpose other than in connection with the Merger and the transactions
      contemplated hereunder. Each agrees not to disclose or allow disclosure to
      others of any Evaluation Material, except to such party’s Affiliates or
      Representatives, in each case, to the extent necessary to permit such Affiliate
      or Representative to assist such party in connection with the Merger and the
      transactions contemplated hereunder. Each agrees that it will, within ten (10)
      days of the other party’s request, re-deliver to such party all copies of that
      party’s Evaluation Material in its possession or that of its Affiliates or
      Representatives if the Merger does not close as contemplated
      herein.

    


    (c)  In
      the
      event any party or anyone to whom Evaluation Material has been transmitted
      in
      accordance with the terms herein is requested in connection with any proceeding
      to disclose any Evaluation Material, or a party has determined that it is
      required under applicable law or regulation to disclose Evaluation Material,
      such party will give the other party prompt notice of such request or
      determination so that the other party may seek an appropriate protective order
      or other remedy or waive compliance with this Agreement, and such party will
      cooperate with the other party to obtain such protective order. In the event
      such protective order is not obtained, the other party waives compliance with
      the relevant provisions of this Section, such party (or such person to whom
      such
      request is directed) will furnish only that portion of the Evaluation Material
      which is required to be disclosed. The parties acknowledge that, upon execution
      and delivery, this Agreement (but not the exhibits and schedules thereto) will
      be filed by SRKP with the Securities and Exchange Commission under cover of
      Form
      8-K.

     

    
      
        
        

      

      
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    (d) Notwithstanding
      any of the foregoing, if prior to Closing, for any reason, the transactions
      contemplated by this Agreement are not consummated, neither SRKP nor Cougar
      nor
      any of their Representatives shall disclose to third parties or otherwise use
      any Evaluation Material or other confidential information received from the
      other party in the course of investigating, negotiating, and performing the
      transactions contemplated by this Agreement; provided, however, that nothing
      shall be deemed to be confidential information which:

    


    
      	 	
              (i)

            	
              is
                or becomes generally available to the public other than as a result
                of a
                disclosure by such party, its affiliates or
                Representatives;

            


    

    


    
      	 	
              (ii)

            	
              was
                available to such party on a non-confidential basis prior to its
                disclosure;

            


    

    


    
      	 	
              (iii)

            	
              becomes
                available to such party on a non-confidential basis from a source
                other
                than the other party or its agents, advisors or Representatives;
                

            


    

    


    
      	 	
              (iv)

            	
              developed
                by such party independently of any disclosure by the other party;
                or
                

            


    

    


    
      	 	
              (v)

            	
              is
                disclosed in compliance with Section
                6.3(c).

            


    

    


    Nothing
      in this Section 6.3 shall
      prohibit
      the disclosure of information required to be made under federal or state
      securities laws. If any disclosure is so required, the party making such
      disclosure shall consult with the other party prior to making such disclosure,
      and the parties shall use all reasonable efforts, acting in good faith, to
      agree
      upon a text for such disclosure which is satisfactory to both
      parties.

    


    (e) SRKP
      and
      Cougar each agree that money damages would not be sufficient to remedy any
      breach by the other party of this Section, and that, in addition to all other
      remedies, each party against which a breach of this Section has been committed
      shall be entitled to specific performance and injunctive or other equitable
      relief as a remedy of such breach.

     

    6.4 Tax
      Treatment.
      It is intended by the parties hereto that the Merger shall constitute a
      reorganization within the meaning of Section 368(a) of the Code. Each of the
      parties hereto adopts this Agreement as a “plan of reorganization” within the
      meaning of Treasury Regulation § 1.368-2(g) and 1.368-3(a). Both prior to and
      after the Closing, each party’s books and records shall be maintained, and all
      federal, state and local income tax returns and schedules thereto shall be
      filed
      in a manner consistent with the Merger being qualified as a reverse triangular
      merger under Section 368(a)(2)(E) of the Code (and comparable provisions of
      any
      applicable state or local laws); except to the extent the Merger is determined
      in a final administrative or judicial decision not to qualify as a
      reorganization within the meaning of Code Section 368(a).

     

    
      
        
        

      

      
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    6.5 Press
      Releases.
      Cougar
      and SRKP shall agree with each other as to the form and substance of any press
      release or public announcement related to this Agreement or the transactions
      contemplated hereby; provided, however, that nothing contained herein shall
      prohibit either party, following notification to the other party, from making
      any disclosure which is required by law or regulation. If any such press release
      or public announcement is so required, the party making such disclosure shall
      consult with the other party prior to making such disclosure, and the parties
      shall use all reasonable efforts, acting in good faith, to agree upon a text
      for
      such disclosure which is satisfactory to both parties. 

     

    6.6 Securities
      Reports.
      SRKP
      shall timely file with the SEC all reports and other documents required to
      be
      filed under the Securities Act or Exchange Act. All such reports and documents
      (i) shall not, as of the date of such filing, contain any untrue statement
      of
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements therein, in light of the circumstances under
      which they were made, not misleading, and (ii) shall comply as to form, in
      all
      material respects, with the applicable rules and regulations of the SEC. SRKP
      agrees to provide to Cougar copies of all reports and other documents filed
      under the Securities Act or Exchange Act with the SEC by it between the date
      hereof and the Effective Date within two (2) days after the date such reports
      or
      other documents are filed with the SEC.

     

    6.7 Private
      Placement.
      Each of Cougar and SRKP shall take all necessary action on its part such that
      the issuance of the Merger Consideration to Cougar stockholders constitutes
      a
      valid “private placement” under the Securities Act. Without limiting the
      generality of the foregoing, Cougar shall (1) provide each Cougar
      stockholder with a stockholder qualification questionnaire in the form
      reasonably acceptable to both SRKP and Cougar (a “Stockholder
      Questionnaire”)
      and
      (2) use its best efforts to cause each Cougar stockholder to truthfully
      attest
      that (i) such stockholder is acquiring the Merger Consideration for his, her
      or
      its sole account, for investment and not with a view to the resale or
      distribution thereof and (ii) that stockholder either (A) is an “accredited
      investor” as defined in Regulation D of the Securities Act, (B) has such
      knowledge and experience in financial and business matters that the stockholder
      is capable of evaluating the merits and risks of receiving the Merger
      Consideration, or (C) has appointed an appropriate person reasonably acceptable
      to both SRKP and Cougar to act as the stockholder’s purchaser representative in
      connection with evaluating the merits and risks of receiving the Merger
      Consideration.

     

    6.8 Cougar
      Stockholders’ Meeting; Materials to Stockholders.

    


    (a) Cougar
      shall, in accordance with Section 251 of the DGCL and its certificate of
      incorporation and by-laws, duly call, give notice of, convene and hold a special
      meeting of Cougar Stockholders (the “Cougar
      Stockholder Meeting”)
      as
      promptly as practicable after the date hereof for the purpose of considering
      and
      taking action upon this Agreement and the Merger. Alternatively, Cougar shall
      use its best efforts to obtain, in lieu of holding the Cougar Stockholder
      Meeting, the written consent of the number of Cougar stockholders necessary
      under its Certificate of Incorporation, Bylaws and the DGCL to approve this
      Agreement and the Merger.

    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    (b) Cougar
      shall as promptly as practicable following the date of this Agreement prepare
      and mail to Cougar stockholders all information as may required to comply with
      the DGCL, the Securities Act and the Exchange Act.

     

    6.9 No
      Solicitation.

     

    (a) Unless
      and until this Agreement shall have been terminated pursuant to Section
8.1,
      neither
      SRKP nor its officers, directors or agents shall, directly or indirectly,
      encourage, solicit or initiate discussions or negotiations with, or engage
      in
      negotiations or discussions with, or provide non-public information to, any
      Person or group of Persons concerning any merger, sale of capital stock, sale
      of
      substantial assets or other business combination; provided, however, that SRKP
      may engage in such discussion and provide such non-public information (subject
      to obtaining confidentiality agreements) in response to an unsolicited proposal
      from an unrelated party if the Board of Directors of SRKP determines, in good
      faith, after consultation with counsel, that the failure to engage in such
      discussions and provide such non-public information (subject to obtaining
      confidentiality agreements) may constitute a breach of the fiduciary or legal
      obligations of the Board of Directors of SRKP. SRKP will promptly advise Cougar
      if it receives a proposal or inquiry with respect to the matters described
      above.

     

    (b) Unless
      and until this Agreement shall have been terminated pursuant to Section
8.1,
      neither
      Cougar nor its officers, directors or agents shall, directly or indirectly,
      encourage, solicit or initiate discussions or negotiations with, or engage
      in
      negotiations or discussions with, or provide non-public information to, any
      Person or group of Persons concerning any merger, sale of capital stock, sale
      of
      substantial assets or other business combination; provided, however, that Cougar
      may engage in such discussion in response to any unsolicited proposal from
      an
      unrelated party if the Board of Directors of Cougar determines, in good faith,
      after consultation with counsel, that the failure to engage in such discussions
      and provide such non-public information (subject to obtaining confidentiality
      agreements) may constitute a breach of the fiduciary or legal obligations of
      the
      Board of Directors of Cougar. Cougar will promptly advise SRKP if it receives
      a
      proposal or inquiry with respect to the matters described above.

     

    6.10 Failure
      to Fulfill Conditions.
      In
      the
      event that either of the parties hereto determines that a condition to its
      respective obligations to consummate the transactions contemplated hereby cannot
      be fulfilled on or prior to the termination of this Agreement, it will promptly
      notify the other party.

     

    6.11 Notification
      of Certain Matters.
      On or
      prior to the Effective Date, each party shall give prompt notice to the other
      party of (i) the occurrence or failure to occur of any event or the discovery
      of
      any information, which occurrence, failure or discovery would be likely to
      cause
      any representation or warranty on its part contained in this Agreement to be
      untrue, inaccurate or incomplete after the date hereof in any material respect
      or, in the case of any representation or warranty given as of a specific date,
      would be likely to cause any such representation or warranty on its part
      contained in this Agreement to be untrue, inaccurate or incomplete in any
      material respect as of such specific date, and (ii) any material failure of
      such
      party to comply with or satisfy any covenant or agreement to be complied with
      or
      satisfied by it hereunder.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    6.12 Redemption
      of SRKP Shares
      and
      Indemnity Agreement.
      Prior to the execution of this Agreement, SRKP and each person holding shares
      of
      SRKP Common Stock on the date hereof (the “SRKP
      Stockholders”)
      shall
      have entered into an agreement in substantially the form attached hereto as
      Exhibit
      B 
      (the
“Redemption
      Agreement”)
      pursuant to which SRKP will redeem all shares of SRKP Common Stock held by
      the
      SRKP Stockholders in exchange for aggregate consideration of $200,000, less
      SRKP
      Professional Fees. The redemption of such shares shall become effective
      concurrently with the Effective Time. Other than the shares of SRKP Common
      Stock
      and SRKP Preferred Stock comprising the Merger Consideration, upon the
      consummation of such redemption, there will be no other shares of SRKP Common
      Stock or SRKP Preferred Stock outstanding. In
      addition, upon the Closing Date, SRKP and Cougar shall agree to indemnify the
      current officers and directors of SRKP pursuant to an agreement in the form
      attached hereto as Exhibit
      F
      (the
“Indemnity
      Agreement”),
      pursuant to which SRKP and Cougar shall indemnify such individuals for any
      actions relating to the approval of and entering into this Agreement and the
      Merger absent bad faith or intentional misconduct.

    


    ARTICLE VII

    CONDITIONS

     

    7.1 Conditions
      to Obligations of Each Party.
      The
      respective obligations of each party to effect the transactions contemplated
      hereby are subject to the fulfillment or waiver at or prior to the Effective
      Date of the following conditions:

    


    (a) No
      Prohibitive Change of Law.
      There
      shall have been no law, statute, rule or regulation, domestic or foreign,
      enacted or promulgated which would prohibit or make illegal the consummation
      of
      the transactions contemplated hereby. 

     

    (b) Stockholder
      Approvals.
      This
      Agreement and the Merger shall have been approved by the Requisite Cougar
      Stockholder Vote. 

    


    (c) Section
      14(f) Compliance.
      Ten
      days shall have elapsed since an information statement containing the
      information required by Section 14(f) of the Exchange Act and Rule 14f-1
      promulgated thereunder has been filed with the SEC and transmitted to the
      stockholders of SRKP in accordance with said Rule 14f-1. 

    


    (d) Tax
      Opinion.
      Maslon
      Edelman Borman & Brand, LLP, counsel to Cougar, shall have issued an
      opinion, which opinion may be based on customary reliance and subject to
      customary qualifications, to the effect that for federal income tax purposes:
      (i) the Merger will qualify as a reorganization under Section 368 of the Code;
      and (ii) Cougar, SRKP and MergerCo will each be a party to the reorganization
      within the meaning of Section 368(b) of the Code.

     

    (e) Adverse
      Proceedings.
      There
      shall not be threatened, instituted or pending any action or proceeding before
      any court or governmental authority or agency (i) challenging or seeking to
      make illegal, or to delay or otherwise directly or indirectly restrain or
      prohibit, the consummation of the transactions contemplated hereby or seeking
      to
      obtain material damages in connection with such transactions, (ii) seeking
      to prohibit direct or indirect ownership or operation by SRKP or MergerCo of
      all
      or a material portion of the business or assets of Cougar, or to compel SRKP
      or
      MergerCo or Cougar to dispose of or to hold separately all or a material portion
      of the business or assets of SRKP or MergerCo or of Cougar, as a result of
      the
      transactions contemplated hereby; (iii) seeking to invalidate or render
      unenforceable any material provision of this Agreement or any of the other
      agreements attached as exhibits hereto or contemplated hereby, or
      (iv) otherwise relating to and materially adversely affecting the
      transactions contemplated hereby. 

    


    
      
        
        

      

      
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    (f) Governmental
      Action.
      There
      shall not be any action taken, or any statute, rule, regulation, judgment,
      order
      or injunction proposed, enacted, entered, enforced, promulgated, issued or
      deemed applicable to the transactions contemplated hereby, by any federal,
      state
      or other court, government or governmental authority or agency, that would
      reasonably be expected to result, directly or indirectly, in any of the
      consequences referred to in Section
      7.1(e).
      

    


    (g) Market
      Condition.
      There
      shall not have occurred any general suspension of trading on the New York Stock
      Exchange, the Nasdaq Stock Markets, or any general bank moratorium or closing
      or
      any war, national emergency or other event affecting the economy or securities
      trading markets in
      any of
      the foregoing cases generally
      that would make completion of the Merger impossible. 

     

    7.2 Additional
      Conditions to Obligation of SRKP and MergerCo.
      The
      obligation of SRKP and MergerCo to consummate the transactions contemplated
      hereby in accordance with the terms of this Agreement is also subject to the
      fulfillment or waiver of the following conditions:

     

    (a) Representations
      and Compliance.
      The
      representations of Cougar contained in this Agreement were accurate as of the
      date of this Agreement and are accurate as of the Closing Date, in all respects
      (in the case of any representation containing any materiality qualification)
      or
      in all material respects (in the case of any representation without any
      materiality qualification), except for representations and warranties made
      as of
      a specific date, which shall be accurate as of such date. Cougar shall in all
      material respects have performed each obligation and agreement and complied
      with
      each covenant to be performed and complied with by it hereunder at or prior
      to
      the Closing Date.

    


    (b) Officers’
      Certificate.
      Cougar
      shall have furnished to SRKP and MergerCo a certificate of the Chief Executive
      Officer and the Treasurer of Cougar, dated as of the Effective Date, in which
      such officers shall certify that, to their best Knowledge, the conditions set
      forth in Section
      7.2(a)
      have
      been fulfilled.

    


    (c) Secretary’s
      Certificate.
      Cougar
      shall have furnished to SRKP (i) copies of the text of the resolutions by which
      the corporate action on the part of Cougar necessary to approve this Agreement,
      the Certificate of Merger and the transactions contemplated hereby and thereby
      were taken, (ii) a certificate dated as of the Closing Date executed on behalf
      of Cougar by its corporate secretary or one of its assistant corporate
      secretaries certifying to SRKP that such copies are true, correct and complete
      copies of such resolutions and that such resolutions were duly adopted and
      have
      not been amended or rescinded, (iii) an incumbency certificate dated as of
      the
      Closing Date executed on behalf of Cougar by its corporate secretary or one
      of
      its assistant corporate secretaries certifying the signature and office of
      each
      officer of Cougar executing this Agreement, the Certificate of Merger or any
      other agreement, certificate or other instrument executed pursuant hereto by
      Cougar, (iv) a copy of the Certificate of Incorporation of Cougar, certified
      by
      the Secretary of State of Delaware, and a certificate from the Secretary of
      State of Delaware evidencing the good standing of Cougar in such jurisdiction
      as
      of a day within three business days prior to the Closing Date. 

    


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    (d) Consents
      and Approvals.
      Cougar
      shall have obtained all consents and approvals necessary to consummate the
      transactions contemplated by this Agreement, in order that the transactions
      contemplated herein not constitute a breach or violation of, or result in a
      right of termination or acceleration of, or creation of any encumbrance on
      any
      of Cougar’s assets pursuant to the provisions of, any agreement, arrangement or
      undertaking of or affecting Cougar or any license, franchise or permit of or
      affecting Cougar.

    


    (e) Merger
      Certificate.
      Cougar
      shall have executed a copy of the Certificate of Merger.

    


    (f) Stockholder
      Questionnaire.
      Each of
      the Cougar stockholders shall have executed and delivered to SRKP a completed
      Stockholder Questionnaire that is accurate in all material respects and contains
      the attestations contemplated in clause (2) of Section
      6.7.

    


    (g) Legal
      Opinion.
      SRKP
      shall have obtained a legal opinion from Cougar’s counsel covering the matters
      set forth on Exhibit
      C
      attached
      hereto.

     

    7.3 Additional
      Conditions to Obligation of Cougar.
      The
      obligation of Cougar to consummate the transactions contemplated hereby in
      accordance with the terms of this Agreement is also subject to the fulfillment
      or waiver of the following conditions:

     

    (a) Representations
      And Compliance.
      The
      representations of SRKP and MergerCo contained in this Agreement were accurate
      as of the date of this Agreement and are accurate as of the Effective Time,
      in
      all respects (in the case of any representation containing any materiality
      qualification) or in all material respects (in the case of any representation
      without any materiality qualification), except for representations and
      warranties made as of a specific date, which shall be accurate as of such date.
      SRKP and MergerCo, respectively, shall in all material respects have performed
      each obligation and agreement and complied with each covenant to be performed
      and complied with by them hereunder at or prior to the Effective
      Date.

    


    (b) Officers’
      Certificate.
      SRKP
      shall have furnished to Cougar a certificate of the Chief Executive Officer
      and
      the Chief Financial Officer of SRKP, dated as of the Effective Date, in which
      such officers shall certify that, to their best Knowledge, the conditions set
      forth in Section
      7.3(a)
      have
      been fulfilled.

    


    (c) Secretary’s
      Certificate.
      SRKP
      shall have furnished to Cougar (i) copies of the text of the resolutions by
      which the corporate action on the part of SRKP necessary to approve this
      Agreement and the Certificate of Merger, the election of the directors of SRKP
      to serve following the Closing Date and the transactions contemplated hereby
      and
      thereby were taken, which shall be accompanied by a certificate of the corporate
      secretary or assistant corporation secretary of SRKP dated as of the Closing
      Date certifying to Cougar that such copies are true, correct and complete copies
      of such resolutions and that such resolutions were duly adopted and have not
      been amended or rescinded, (ii) an incumbency certificate dated as of the
      Closing Date executed on behalf of SRKP by its corporate secretary or one of
      its
      assistant corporate secretaries certifying the signature and office of each
      officer of SRKP executing this Agreement, the Certificate of Merger or any
      other
      agreement, certificate or other instrument executed pursuant hereto, and (iii)
      a
      copy of the Certificate of Incorporation of SRKP, certified by the Secretary
      of
      State of Delaware, and certificates from the Secretary of State of Delaware
      evidencing the good standing of SRKP in such jurisdiction as of a day within
      three business days prior to the Closing Date. 

    


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    (d) Consents
      and Approvals.
      SRKP
      and MergerCo shall have obtained all consents and approvals necessary to
      consummate the transactions contemplated by this Agreement in order that the
      transactions contemplated herein not constitute a breach or violation of, or
      result in a right of termination or acceleration of, or creation of any
      encumbrance on any of SRKP’s or MergerCo’s assets pursuant to the provisions of,
      any agreement, arrangement or undertaking of or affecting SRKP or any license,
      franchise or permit of or affecting SRKP.

    


    (e) Filing
      of Annual Report.
      SRKP
      shall have filed with the SEC its annual report on Form 10-KSB for the year
      ended December 31, 2005. 

    


    (f) SRKP
      Certificate of Designation.
      SRKP
      shall have filed a Certificate of Designation setting forth all of the rights,
      preferences and other terms of the SRKP Preferred Stock in substantially the
      form attached hereto as Exhibit
      E.

    


    (g) Resignations.
      Each of
      the officers and non-continuing directors of SRKP immediately prior to the
      Effective Time shall deliver duly executed resignations from their positions
      with SRKP effective immediately after the Effective Time.

    


    (h) SRKP
      Repurchase of Outstanding Shares.
      SRKP
      shall have entered into the Agreement with all of the stockholders of SRKP,
      as
      of immediately prior to the Effective Time, pursuant to which SRKP will
      repurchase from such stockholders concurrently with the Effective Time all
      of
      their issued and outstanding shares of capital stock of SRKP for an aggregate
      purchase price of $200,000 less SRKP Professional Fees. 

    


    (i) SRKP
      Liabilities.
      Except
      for SRKP Professional Fees (which shall be paid at the closing of the Redemption
      Agreement), SRKP shall have no liabilities. 

    


    (j) Dissenters’
      Rights.
      Holders
      of no more than two (2) percent of the outstanding shares of Cougar Common
      Stock
      and Cougar Preferred Stock, respectively, shall have validly exercised, or
      remained entitled to exercise, their appraisal rights under Section 262 of
      the
      DGCL.

    


    (k) Legal
      Opinion.
      Cougar
      shall have obtained a legal opinion from SRKP’s counsel covering the matters set
      forth on Exhibit
      D
      attached
      hereto.

    


    (l) Indemnity
      Agreement.
      The
      parties to the Indemnity Agreement shall have executed and delivered it to
      each
      other.

    


    ARTICLE VIII

    TERMINATION,
      AMENDMENT AND WAIVER

     

    8.1 Termination.
      This
      Agreement may be terminated prior to the Effective Date:

    


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    (a) by
      mutual
      consent of Cougar and SRKP, if the Board of Directors of each so determines
      by
      vote of a majority of the members of its entire board;

    


    (b) by
      SRKP,
      if any representation of Cougar set forth in this Agreement was inaccurate
      when
      made or becomes inaccurate such that the condition set forth in Section
      7.2(a) could
      not
      be satisfied;

    


    (c) by
      Cougar, if any representation of SRKP set forth in this Agreement was inaccurate
      when made or becomes inaccurate such that the condition set forth in
Section
      7.3(a)
      could
      not be satisfied;

    


    (d) by
      SRKP,
      if Cougar fails to perform or comply with any of the obligations that it is
      required to perform or to comply with under this Agreement such that the
      condition set forth in Section 7.2(a)
      could
      not be satisfied;

    


    (e) by
      Cougar, if SRKP fails to perform or comply with any of the obligations that
      it
      is required to perform or to comply with under this Agreement such that the
      condition set forth in Section 7.3(a)
      could
      not be satisfied; 

    


    (f) by
      Cougar, if, following a vote by the stockholders of Cougar at the Cougar
      Stockholder Meeting, the Merger and this Agreement are not duly approved by
      the
      stockholders of Cougar;

     

    (g) by
      either
      Cougar or SRKP if the Closing Date is not on or before March 31, 2006, or such
      later date as Cougar and SRKP may mutually agree (except that a party seeking
      to
      terminate this Agreement pursuant to this clause may not do so if the failure
      to
      consummate the Merger by such date shall be due to the action or failure to
      act
      of the party seeking to terminate this Agreement in breach of such party’s
      obligations under this Agreement);

    


    (h) by
      SRKP
      if, after complying with Section
      6.9(a)
      and
      affording Cougar ten (10) business days notice of its proposal to enter into
      an
      agreement with a third party for a transaction of a nature specified in
Section
      6.9(a) (and,
      if
      Cougar so elects, after good faith negotiations with Cougar during such ten
      business day period, to attempt to make adjustments in the terms and conditions
      of this Agreement as would enable SRKP to proceed with the Merger), the Board
      of
      Directors of SRKP shall have concluded that such third party offer is superior
      to the provisions of this Agreement, after considering any revised offer made
      by
      Cougar;

    


    (i) by
      Cougar
      if, after complying with Section
      6.9(b)
      and
      affording SRKP ten (10) business days notice of its proposal to enter into
      an
      agreement with a third party for a transaction of a nature specified in
Section
      6.9(b)
      (and, if
      SRKP so elects, after good faith negotiations with SRKP during such ten business
      day period to attempt to make adjustments in the terms and conditions of this
      Agreement as would enable Cougar to proceed with the Merger), the Board of
      Directors of Cougar shall have concluded that such third party offer is superior
      to the provisions of this Agreement, after considering any revised offer made
      by
      SRKP; and

    


    (j) by
      SRKP
      if any key employee of Cougar shall have prior to the Closing Date died, become
      disabled (within the meaning of Section 22(e)(3) of the Code), resigned or
      been
      terminated.

    


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    Any
      party
      desiring to terminate this Agreement shall give prior written notice of such
      termination and the reasons therefor to the other party.

    


    ARTICLE IX

    GENERAL
      PROVISIONS

     

    9.1 Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      sufficiently given if made by hand delivery, by telecopier, by overnight
      delivery service for next business day delivery, or by registered or certified
      mail (return receipt requested), in each case with delivery charges prepaid,
      to
      the parties at the following addresses (or at such other address for a party
      as
      shall be specified by it by like notice):

    


    


    
      	
              If
                to Cougar:

            	
              Cougar
                Biotechnology, Inc.

              10940
                Wilshire Boulevard, Suite 600

              Los
                Angeles, California 90024

              Facsimile:
                (310) 443-4210

              Attn:
                Alan H. Auerbach, President & CEO

            
	 	 
	
              With
                copies to:

            	
              Maslon
                Edelman Borman & Brand, LLP

              90
                South Seventh Street, Suite 3300

              Minneapolis,
                Minnesota 55402

              Facsimile:
                (612) 642-8343

              Attn:
                Christopher J. Melsha, Esq.

            
	 	 
	
              If
                to SRKP 

              or
                MergerCo:

            	
              SRKP
                4, Inc.

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

              Facsimile:
                (310) 472-0578

              Attn:
                Richard A. Rappaport, President

            
	 	 
	
              With
                copies to:

            	
              Feldman
                Weinstein LLP

              420
                Lexington Avenue, Suite 2620

              New
                York, New York 10170

              Facsimile:
                (212) 997-4242

              Attn:
                David Feldman, Esq.

            


    

     

    All
      such
      notices and other communications shall be deemed to have been duly given as
      follows: when delivered by hand, if personally delivered, when received; (i)
      if
      delivered by registered or certified mail (return receipt requested), when
      receipt acknowledged; or (ii) if telecopied, on the day of transmission or,
      if
      that day is not a business day, on the next business day; and the next business
      day delivery after being timely delivered to a recognized overnight delivery
      service.

     

    9.2 No
      Survival.
      The
      representations and warranties and obligations contained in this Agreement
      will
      terminate at the Effective Time or on termination of this Agreement in
      accordance with Section
      8.1,
      except
      that the obligations contained in Article II
      and any
      other obligation contained in this Agreement requiring performance or compliance
      after the Effective Time (including without limitation Section
      6.3(d))
      will
      survive the Effective Time indefinitely. 

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    9.3 Interpretation.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation of this Agreement.
      References to Sections and Articles refer to Sections and Articles of this
      Agreement unless otherwise stated. Words such as “herein,” “hereinafter,”
“hereof,” “hereto,” “hereby” and “hereunder,” and words of like import, unless
      the context requires otherwise, refer to this Agreement (including the Schedules
      hereto). As used in this Agreement, the masculine, feminine and neuter genders
      shall be deemed to include the others if the context requires. 

     

    9.4 Severability.
      If
      any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, void or unenforceable, the remainder
      of
      the terms, provisions, covenants and restrictions of this Agreement shall remain
      in full force and effect and shall in no way be affected, impaired or
      invalidated, and the parties shall negotiate in good faith to modify this
      Agreement and to preserve each party’s anticipated benefits under this
      Agreement.

     

    9.5 Amendment.
      This
      Agreement may not be amended or modified except by an instrument in writing
      approved by the parties to this Agreement and signed on behalf of each of the
      parties hereto.

     

    9.6 Waiver.
      At
      any
      time prior to the Effective Date, any party hereto may (a) extend the time
      for
      the performance of any of the obligations or other acts of the other party
      hereto or (b) waive compliance with any of the agreements of the other party
      or
      with any conditions to its own obligations, in each case only to the extent
      such
      obligations, agreements and conditions are intended for its benefit. Any such
      extension or waiver shall only be effective if made in writing and duly executed
      by the party giving such extension or waiver.

     

    9.7 Miscellaneous.
      This
      Agreement (together with all other documents and instruments referred to
      herein): (a) constitutes the entire agreement, and supersedes all other prior
      agreements and undertakings, both written and oral, among the parties, with
      respect to the subject matter hereof; and (b) shall be binding upon and inure
      to
      the benefit of the parties hereto and their respective successors and assigns,
      but shall not be assignable by either party hereto without the prior written
      consent of the other party hereto.

     

    9.8 Counterparts.
      This
      Agreement may be executed in any number of counterparts, and each such
      counterpart shall be deemed to be an original instrument, but all such
      counterparts together shall constitute but one agreement.

     

    9.9 Third
      Party Beneficiaries.
      Each
      party hereto intends that this Agreement,
      except
      as expressly provided herein, shall
      not
      benefit or create any right or cause of action in or on behalf of any person
      other than the parties hereto. 

     

    9.10 Governing
      Law.
      This
      Agreement is governed by the internal laws of the State of Delaware without
      regard to such State’s principles of conflicts of laws that would defer to the
      substantive laws of another jurisdiction.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    9.11 Jurisdiction;
      Service of Process.
      Any action or proceeding seeking to enforce any provision of, or based on any
      right arising out of, this Agreement must, to the extent such courts will accept
      such jurisdiction, be brought
      against any of the
      parties in the courts of the State of Delaware, or, if it has or can acquire
      jurisdiction, in the United States District Court for the District of Delaware,
      and each of the parties consents to the jurisdiction of those courts (and of
      the
      appropriate appellate
      courts) in any such action or proceeding and waives any objection to venue
      laid
      therein. Process
      in any such action or proceeding may be served by sending or delivering a copy
      of the process to the party to be served at the address and in the manner
      provided for the giving of notices
      in Section 9.1.
      Nothing
      in this Section 9.11,
      however, affects the right of any party to serve legal process in any other
      manner permitted by law.

    


    [Remainder
      of Page Left Intentionally Blank - Signature Page to Follow]

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be executed on the date first
      written above by their respective officers.


     

    
      	 	 	 
	 	COUGAR
              BIOTECHNOLOGY, INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Alan
              H. Auerbach
	 	
              
Name:
Alan
              H. Auerbach
	 	Title:
              Chief
              Executive Officer


    

    
       

      
        	 	 	 
	 	SRKP
                4,
                INC.
	 
 	 
 	 
 
	 	By:  	/s/ Richard A. Rappaport
	 	
                
Name:
Richard
                A. Rappaport
	 	Title: President


      

    

    
       

      
        	 	 	 
	 	SRKP
                ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	/s/
                Richard A. Rappaport
	 	
                
Name:
Richard
                A. Rappaport
	 	Title:
                President


      

    

    

      Signature
        Page

      Agreement
        and Plan of Merger