SUBSCRIPTION
      AGREEMENT

     

    SUBSCRIPTION
      AGREEMENT (“Subscription Agreement”) made as of this 17th
      day of
      October, 2008, by and among SRKP 17, Inc., a Delaware corporation (the
“Company”); Podium Technology Limited, a company incorporated under the laws of
      the British Virgin Islands and upon the Closing Date (as defined below), a
      wholly-owned subsidiary of the Company (“Podium”), Yinlips Digital Technology
      (Shenzhen) Co., Ltd., a company incorporated under the laws of the People’s
      Republic of China and a wholly-owned subsidiary of Podium (“Yinlips”); and the
      undersigned (the “Subscriber”).

     

    WHEREAS,
      the Company, Podium, Yinlips, and the sole shareholder and the warrantholders
      of
      Podium are parties to that certain Share and Warrant Exchange Agreement dated
      as
      of September 22, 2008 (the “Exchange Agreement”), pursuant to which Podium will
      become a wholly-owned subsidiary of the Company and 100% of the outstanding
      securities of Podium will be exchanged for securities in the Company (the
“Exchange”). Immediately after the effective time of the Exchange (the “Closing
      Date”), the Company will assume the business and operations of Podium and its
      wholly-owned subsidiary, Yinlips. 

     

    WHEREAS,
      as a condition to the closing of the Exchange, the Company intends to obtain
      subscriptions for the purchase and sale, in a private placement transaction
      (the
“Offering”) pursuant to Regulation D promulgated under the Securities Act of
      1933, as amended (the “Act”), of shares of Series A Convertible Preferred Stock
      (the “Shares”) of the Company, par value $0.0001 per share, convertible into
      shares of common stock of the Company, par value $0.0001 per share (“Common
      Stock”) on the terms and conditions hereinafter set forth, and the Subscriber
      desires to acquire that number of Shares set forth on the signature page hereof.
      The Shares and the Common Stock underlying the Shares are together the
“Securities.”

     

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

     

    1. Subscription
      Procedure

     

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

     

    1.2 The
      subscription period will begin as of August 21, 2008 and will terminate (if
      the
      Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on
      October 31, 2008, unless extended by the Company, Podium and the Placement
      Agent
      (as defined below) for up to an additional 90 days (the “Termination Date”). The
      Shares will be offered on a “best efforts” basis as more particularly set forth
      in a Confidential Private Placement Memorandum and any supplements thereto
      (the
“Offering Memorandum”) which shall supersede in its entirety that Executive
      Summary dated August 19, 2008. The final Offering Memorandum will be provided
      to
      Subscribers in the Offering no later than one (1) day prior to the Termination
      Date. The consummation of the Offering is subject to the satisfaction of a
      number of conditions to be further described in the Offering Memorandum, one
      or
      more of which conditions may not occur.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

    Law
      Offices of David L. Kagel, a Professional Corporation 

    Subscription
      Escrow Account #1

    Wells
      Fargo Bank

    1801
      Avenue of the Stars

    Los
      Angeles, CA 90067

    Account
      #
      9371477226

    ABA
      #
      121000248

    


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

     

    2. Representations
      and Covenants of Subscriber

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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


    
      
        
        

      

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

     

    2.8 The
      Subscriber understands that Rule 144 (the “Rule”) promulgated under the Act
      requires, among other conditions, a one year holding period beginning on the
      date the Company files current “Form 10 Information” (as such term is defined in
      Rule 144(i)(3)) with the SEC prior to the resale (in limited amounts) of
      securities acquired in a non-public offering, such as the Offering, without
      having to satisfy the registration requirements under the Act. Except as
      specifically set forth in Section 4.1, the Subscriber understands that the
      Company makes no representation or warranty regarding its fulfillment in the
      future of any reporting requirements under the Securities Exchange Act of 1934,
      as amended (the “Exchange Act”), or its dissemination to the public of any
      current financial or other information concerning the Company, as is required
      by
      Rule 144 as one of the conditions of its availability. The Subscriber consents
      that the Company may, if it desires, permit the transfer of the Securities
      out
      of his or her name only when his or her request for transfer is accompanied
      by
      an opinion of counsel reasonably satisfactory to the Company that neither the
      sale nor the proposed transfer results in a violation of the Act, any applicable
      state “blue sky” laws or any applicable securities laws of any other country,
      province or jurisdiction (collectively, “Securities Laws”). The Subscriber
      agrees to hold the Company, Podium and their respective directors, officers
      and
      controlling persons and their respective heirs, representatives, successors
      and
      assigns harmless and to indemnify them against all liabilities, costs and
      expenses incurred by them as a result of any misrepresentation made by him
      contained herein or in the Investor Questionnaire or any sale or distribution
      by
      the undersigned Subscriber in violation of any Securities Laws.

     

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

     

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

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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


     

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


    
      
        
        

      

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

     

    3. Representations
      by the Company and Podium

     

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

     

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

     

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


    
      
        
        

      

      
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    3.3 Capitalization
      of the Company.
      Immediately after the effective time of the Exchange (but before the closing
      of
      this Offering), the authorized capital stock the capitalization of the Company
      will consist of 100,000,000 shares of Common Stock, $0.0001 par value per share,
      4,545,455 shares of Series A Convertible Preferred Stock, $0.0001 par value
      per
      share, and 5,454,545 shares of “blank check” Preferred Stock, par value $0.0001
      per share. Of the authorized capital stock of the Company, immediately after
      the
      effective time of the Exchange (but before the closing of this Offering) there
      will be outstanding 7,162,185 shares of Common Stock and warrants to purchase
      7,096,390 shares of Common Stock at an exercise price of $0.0001 and warrants
      to
      purchase 300,000 shares of Common Stock at an exercise price of $1.10, and
      no
      options to purchase shares of Common Stock. Except as disclosed in the SEC
      Reports or the Offering Documents, there are no additional outstanding options,
      warrants, script rights to subscribe to, calls or commitments of any character
      whatsoever relating to, or securities, rights or obligations convertible into
      or
      exchangeable for, or giving any person any right to subscribe for or acquire
      from the Company, any shares of Common Stock, or contracts, commitments,
      understandings or arrangements by which the Company or any subsidiary is or
      may
      become bound to issue additional shares of Common Stock, or securities or rights
      convertible or exchangeable into shares of Common Stock. Except as described
      in
      the Offering Documents, the issuance and sale of the Shares will not obligate
      the Company to issue shares of Common Stock or other securities to any person
      (other than the Subscribers) and will not result in a right of any holder of
      Company securities to adjust the exercise, conversion, exchange or reset price
      under such securities. The shares of the Company’s capital stock outstanding
      immediately after the effective time of the Exchange (but before the closing
      of
      the Offering) are or will be duly authorized and validly issued and are or
      will
      be fully paid and nonassessable. None of the outstanding shares of Common Stock
      or options, warrants, or rights or other securities entitling the holders to
      acquire Common Stock has been issued in violation of the preemptive rights
      of
      any security holder of the Company. No holder of any of the Company’s securities
      has any rights, “demand,” “piggy-back” or otherwise, to have such securities
      registered by reason of the intention to file, filing or effectiveness of the
      Registration Statement (as defined below), except as contemplated by the
      Exchange Agreement. The Shares to be issued to the Subscriber have been duly
      authorized, and when issued and paid for in accordance with this Subscription
      Agreement, the Common Stock will be duly and validly issued, fully paid and
      non-assessable will be duly and validly issued, fully paid and
      non-assessable.

     

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


    
      
        
        

      

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

     

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

     

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


    
      
        
        

      

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

     

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

     

    4. Registration
      Rights

     

    4.1 Registration
      Requirement.
      Subject
      to the terms and limitations hereof, the Company shall file a registration
      statement on Form S-1 or other appropriate registration document under the
      Act
      (the “Registration Statement”) for resale of the Common Stock underlying the
      Shares, all shares held by the shareholders of the Company immediately prior
      to
      the Closing Date (the “Registrable Securities”) and shall use its reasonable
      best efforts to maintain the Registration Statement effective for a period
      of
      twenty-four (24) months at the Company’s expense (the “Effectiveness Period”).
      The Company shall file such Registration Statement no later than sixty (60)
      days
      after the Closing Date (the “Registration Filing Date”), and shall use
      reasonable best efforts to cause such Registration Statement to become effective
      within one hundred and fifty (150) days after the Closing Date, or one hundred
      eighty (180) days after the Closing Date if the Registration Statement is
      subject to a full review by the SEC.

     

    4.2 Limitation
      to Registration Requirement.
      Notwithstanding the foregoing, the Company shall not be obligated to effect
      any
      registration of the Registrable Securities or take any other action pursuant
      to
      this Section 4: (i) in any particular jurisdiction in which the Company would
      be
      required to execute a general consent to service of process in effecting such
      registration, qualification or compliance unless the Company is already subject
      to service in such jurisdiction and except as may be required by the Act, or
      (ii) during any period in which the Company suspends the rights of a subscriber
      after giving the Subscriber written notification of a Potential Material Event
      (defined below) pursuant to Section 4.6 hereof. 


    
      
        
        

      

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

     

    4.4 Indemnification.

     

    (a) To
      the
      extent permitted by law the Company will indemnify each Subscriber, each of
      its
      officers, directors, agents, employees and partners, and each person controlling
      such Subscriber, with respect to each registration, qualification or compliance
      effected pursuant to this Subscription Agreement, and each underwriter, if
      any,
      and each person who controls any underwriter, and their respective counsel
      against all claims, losses, damages and liabilities (or actions, proceedings
      or
      settlements in respect thereof) arising out of or based on (i) any untrue
      statement (or alleged untrue statement) of a material fact contained in any
      prospectus, offering circular or other document prepared by the Company
      (including any related registration statement, notification or the like)
      incident to any such registration, qualification or compliance, or (ii) any
      omission (or alleged omission) to state therein a material fact required to
      be
      stated therein or necessary to make the statements therein not misleading,
      or
      any violation by the Company of the Act or any rule or regulation thereunder
      applicable to the Company and relating to action or inaction required of the
      Company in connection with any such registration, qualification or compliance,
      and subject to the provisions of Section 4.4(c) below, will reimburse each
      such
      Subscriber, each of its officers, directors, agents, employees and partners,
      and
      each person controlling such Subscriber, each such underwriter and each person
      who controls any such underwriter, for any legal and any other expenses as
      they
      are reasonably incurred in connection with investigating and defending any
      such
      claim, loss, damage, liability or action, provided that the Company will not
      be
      liable in any such case to the extent that any such claim, loss, damage,
      liability or expense arises out of or is based on any untrue statement (or
      alleged untrue statement) or omission (or alleged omissions) based upon written
      information furnished to the Company by (or on behalf of) such Subscriber or
      underwriter, or if the person asserting any such loss, claim, damage or
      liability (or action or proceeding in respect thereof) did not receive a copy
      of
      an amended preliminary prospectus or the final prospectus (or the final
      prospectus as amended and supplemented) at or before the written confirmation
      of
      the sale of such Registrable Securities to such person because of the failure
      of
      the Subscriber or underwriter to so provide such amended preliminary or final
      prospectus (or the final prospectus as amended and supplemented); provided,
      however, that the indemnity agreement contained in this subsection shall not
      apply to amounts paid in settlement of any such loss, claim, damage, liability
      or action if such settlement is effected without the consent of the Company
      (which consent shall not be unreasonably withheld), nor shall the Company be
      liable in any such case for any such loss, claim, damage, liability or action
      to
      the extent that it arises out of or is based upon a violation which occurs
      in
      reliance upon and in conformity with written information furnished expressly
      for
      use in connection with such registration by the Subscriber, any such partner,
      officer, director, employee, agent or controlling person of such Subscriber,
      or
      any such underwriter or any person who controls any such underwriter; provided,
      however, that the obligations of the Company hereunder shall be limited to
      an
      amount equal to the portion of net proceeds represented by the Registrable
      Securities pursuant to this Subscription Agreement.


    
      
        
        

      

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

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    (c) Notify
      the Subscriber as promptly as reasonably practicable and (if requested by any
      such person) confirm such notice in writing no later than one (1) trading day
      following the day (A) when a prospectus or any prospectus supplement or
      post-effective amendment to a registration statement is proposed to be filed
      and
      (B) with respect to a registration statement or any post-effective amendment,
      when the same has become effective; 

     

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



    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
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    4.9 Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective registration
      statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the SEC a registration statement relating
      to
      an offering for its own account or the account of others under the Act of any
      of
      its Common Stock, other than an offering of securities issued pursuant to a
      Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8
      registration statement (each as promulgated under the Act or their then
      equivalents relating to equity securities to be issued solely in connection
      with
      any business combination transaction, acquisition of any entity or business
      or
      equity securities issuable in connection with stock option or other employee
      benefit plans), then the Company shall send to the Subscriber (together with
      any
      other holders of its Common Stock possessing “piggyback registration rights”
comparable to those granted to the Subscriber hereunder (“Rightsholders”))
      written notice of such determination and, if within fifteen (15) days after
      receipt of such notice, the Subscriber shall so request in writing, the Company
      shall include in such registration statement all or any part of such Registrable
      Securities such Subscriber requests to be registered; provided that the Company
      shall not be required to register any Registrable Securities pursuant to this
      Section that are eligible for resale pursuant to Rule 144 promulgated under
      the
      Act; and provided further that the Company may, without the consent of the
      Subscriber, withdraw such registration statement before its becoming effective
      if the Company or other stockholders have elected to abandon the proposal to
      register the securities proposed to be registered thereunder. If the
      registration statement is being filed for an underwritten public offering,
      the
      Subscriber must timely execute and deliver the usual and customary agreement
      among the Company, such Subscriber and the underwriters relating to the
      registration including a lock-up agreement if requested by the underwriters
      with
      respect to any shares of Common Stock not included in the registration, on
      terms
      no less favorable than those agreed to by the Company, its directors and its
      officers. If the registration statement is being filed for an underwritten
      offer
      and sale by the Company of securities for its own account and the managing
      underwriters advise the Company in writing that in their opinion the offering
      contemplated by the registration statement cannot be successfully completed
      if
      the Company were to also register the Registrable Shares of the Subscriber
      requested to be included in such registration statement, then the Company will
      include in the registration: (i) first, any securities the Company proposes
      to
      sell, (ii) second, any securities of any person whose securities are being
      registered as a result of the exercise of a demand registration right, and
      (iii)
      third, that portion of the aggregate number of shares being requested for
      inclusion in the registration statement by (X) the Subscriber and (Y) all other
      Rightsholders, which in the opinion of such managing underwriters can
      successfully be sold, such number of shares to be taken pro
      rata
      from the
      Rightsholders on the basis of the total number of shares being requested for
      inclusion in the registration statement by each Rightsholder. “Strategic
      Issuance” shall mean an issuance of securities: (i) in connection with a
“corporate partnering” transaction or a “strategic alliance” (as determined by
      the Board of Directors of the Company in good faith); (ii) in connection with
      any financing transaction in respect of which the Company is a borrower; or
      (iii) to a vendor, lessor, lender, or customer of the Company, or a research,
      manufacturing or other commercial collaborator of the Company, in a transaction
      approved by the Board of Directors, provided in any case, that such issuance
      is
      not being made primarily for the purpose of avoiding compliance with this
      Subscription Agreement.

     

    4.10 “Lock-Up”
      Agreement. 
      The Subscriber agrees that, during the period from the date hereof until that
      date that is fourteen (14) months following the date on which the Company's
      Common Stock begins to be listed or quoted on either the New York Stock
      Exchange, American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market
      or the OTC Bulletin Board (the "Listing
      Date")
      that,
      it, he or she shall not, directly or indirectly sell, assign, exchange,
      distribute, offer to sell, contract to sell (including, without limitation,
      any
      short sale), hypothecate, pledge, grant any option to purchase or otherwise
      transfer or dispose of any Shares of the Company held by it, him or her and
      purchased further to this Subscription Agreement, at any time during such
      period, except that one-twelfth (1/12) of the Shares acquired hereunder shall
      be
      automatically released from this lock-up provision on the date that is ninety
      (90) days after the Listing Date (the “Initial
      Release Date”)
      and
      then the Shares will be released
      every thirty (30) days
      after
      the Initial Release Date on a pro rata basis over the eleven (11) months
      following the Initial Release Date. WestPark Capital, Inc., in its discretion,
      may release some or all the Shares earlier than the schedule set forth in this
      Section.
      In
      order
      to enforce the foregoing covenant, the Company may impose stop-transfer
      instructions with respect to and place restrictive legends on the certificates
      evidencing the Shares of the Company, and the Subscriber agrees to further
      execute a lock-up agreement which encompasses the terms of this Section
      4.10,
      in
      substantially the form attached hereto as Exhibit
      B.


    
      
        
        

      

      
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    5. Miscellaneous

     

    5.1 Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by registered or certified mail, return receipt requested,
      addressed to the Company, at Yinlips Digital Technology (Shenzhen) Co., Ltd.,
      Room
      2929-31, NanGuang JieJia Building, FuTian District, Shenzhen, GuangDong,
      People’s Republic of China, Attention:
      Zhao Zifeng with
      a copy to
      (which
      shall not constitute notice) K&L Gates LLP, 10100 Santa Monica Blvd.,
      Seventh Floor, Los Angeles, California 90067, Attention: Thomas J. Poletti,
      Esq., and to the Subscriber at his address indicated on the signature page
      of
      this Subscription Agreement. Notices shall be deemed to have been given three
      (3) business days after the date of mailing, except notices of change of
      address, which shall be deemed to have been given when received.

     

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

     

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

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    [SIGNATURE
      PAGE FOLLOWS]

    


    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

    


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

     

    
      	
                
                

            	 	
                

            
	
              Full Legal Name of Subscriber (Please print)

            	 	
              Full Legal Name of Co-Subscriber (if applicable)

            
	 	 	 
	
                 

            	 	
                

            
	
              Signature of (or on behalf of) Subscriber

            	 	
              Signature of or on behalf of Co-Subscriber (if applicable)

            
	
              Name:

            	 	 
	
              Title:

            	 	 
	 	 	 
	
                

            	 	
                

            
	
              Address of Subscriber

            	 	
              Address of Co-Subscriber (if applicable)

            
	 	 	 
	
                

            	 	
                

            
	
              Social Security or Taxpayer

            	 	
              Social Security or Taxpayer Identification

            
	
              Identification Number of Subscriber

            	 	
              Number of Co-Subscriber (if applicable)

            
	 	 	 
	
                

            	 	 
	
              Number of Shares Subscribed For

            	 	 


    

     

    Subscription Agreed to and Accepted  

     

    
      	
              SRKP
                17, INC.

            	 	
              PODIUM
                TECHNOLOGY LIMITED

            
	 	 	 
	
              By:

            	 
	 	
              By:

            	 

	
              Name:

            	 
	 	
              Name:

            	 

	
              Title:

            	 
	 	
              Title:

            	 

	 	 	 	 	 
	 	 	 	
              YINLIPS
                DIGITAL TECHNOLOGY (SHENZHEN) CO., LTD.

            
	 	 	 	 
	 	 	 	
              By:

            	 

	 	 	 	
              Name:

            	 

	 	 	 	
              Title:

            	 



    

    


    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      A-1

     

    Corporate
      Investor Questionnaire

    
      
        

      

    

    Name:
      
      
        

      

    

    


    IMPORTANT:
      

    Please
      Complete

    


    CORPORATE
      INVESTOR QUESTIONNAIRE

    __________________

    


    SRKP
      17, INC.

    


    PODIUM
      TECHNOLOGY LIMITED

    


    SRKP
      17,
      Inc.

    1900
      Avenue of the Stars, Suite 310

    Los
      Angeles, CA 90067

    Attn:
      Richard Rappaport

    


    Podium
      Technology Limited

    c/o
      Yinlips Digital Technology (Shenzhen) Co., Ltd.

    Room
      2929-31, NanGuang JieJia Building

    FuTian
      District, Shenzhen

    GuangDong,
      People’s Republic of China

    Attn:
      Mr.
      Zhao Zifeng

    


    The
      information contained in this Corporate Investor Questionnaire is being
      furnished
      in
      order to determine whether the undersigned Corporation’s
      subscription
      to
      purchase shares of Series A Convertible Preferred Stock (the “Shares”)
of
      SRKP
      17, Inc. (the
      “Company”) may proceed.

    


    This
      Questionnaire should be completed, signed, dated and
      a copy
      should be sent to WestPark Capital, Inc. (the “Placement Agent”) via facsimile
      at (323) 443-3531 or electronic format (e.g., PDF) to apan@wpcapital.com and
      the
      original delivered to WestPark Capital, Inc. at 1900 Avenue of the Stars, Suite
      310, Los Angeles, CA 90067, Attention: Ann Pan.
      Please
      keep a copy for your files.

    


    
      
        
          
          

        

        
          A-1
            (1)

          
            

          

        

        
          
          

        

      

    

    


    ALL
      INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
      The
      undersigned Corporation understands, however, that the Company may present
      this
      Questionnaire to such parties as it deems appropriate
      if called upon to establish that the proposed offer and sale of the Shares
      in
      the Company is
      exempt
      from registration under the Securities Act
      of
      1933, as
      amended, or meets
      the
      requirements of applicable state securities or “blue sky” laws. Further, the
undersigned
      Corporation understands that the offering required to be reported to the
Securities
      and Exchange Commission and to various state securities or “blue sky”
regulators.

    


    
      	I.	
              PLEASE
                CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE
                CORPORATION.

            


    

    


    
      	 	
               ̈
                1.

            	
              Each
                of the shareholders of the undersigned Corporation is able to certify
                that
                such shareholder meets at least one of the following two
                conditions:

            


    

    


    
      	 	
              (a)

            	
              The
                shareholder is a natural person whose individual net worth* or joint
                net
                worth with his or her spouse exceeds $1,000,000;
                or

            


    

    


    
      	 	
              (b)

            	
              The
                shareholder is a natural person who had an individual income* in
                excess of
                $200,000 in each of the previous two years and who reasonably expects
                an
                individual income in excess of $200,000 this
                year.

            


    

    


    
      	 	
               ̈
                2.

            	
              Each
                of the shareholders of the undersigned Corporation is able to certify
                that
                such shareholder is a natural person who, together with his or her
                spouse,
                has had a joint income in excess of $300,000 in each of the previous
                two
                years and who reasonably expects a joint income in excess of $300,000
                this
                year.

            


    

    


    
      	 	
               ̈
                3.

            	
              The
                undersigned Corporation: (a) was not formed for the specific purpose
                of
                acquiring the Shares; and (b) has total assets in excess of
                $5,000,000.

            


    

    ____________________

    


    
      	
              *

            	
              For
                purposes of this Questionnaire, the term “net worth” means the excess of
                total assets over total liabilities. In determining income, an investor
                should add to his or her adjusted gross income any amounts attributable
                to
                tax-exempt income received, losses claimed as a limited partner in
                any
                limited partnership, deductions claimed for depletion, contributions
                to
                IRA or Keogh retirement plans, alimony payments and any amount by
                which
                income from long-term capital gains has been reduced in arriving
                at
                adjusted gross income.

            


    

    


    
      
        
          
          

        

        
          A-1
            (2)

          
            

          

        

        
          
          

        

      

    

    


    
      
        

      

    

    IF
      YOU
      CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION I, ABOVE, AND DID NOT
      CHECK STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE
      UNDERSIGNED CORPORATION LISTING THE NAME
      OF
      EACH SHAREHOLDER AND THE REASON (UNDER STATEMENT 1 OR STATEMENT 2) WHY
      SUCH SHAREHOLDER QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH,
      INDIVIDUAL INCOME OR JOINT INCOME), OR EACH SHAREHOLDER MUST PROVIDE A
COMPLETED
      INDIVIDUAL INVESTOR QUESTIONNAIRE (PAGES A-1 (2) TO
      A-1 (6)).

    
      
        

      

    

     

    II.
       OTHER
      CERTIFICATIONS

    


    By
      signing the Signature Page, the undersigned certifies the
      following:

    


    
      	 	
              (a)

            	
              that
                the Corporation’s purchase of Shares will be solely for the Corporation’s
                own account and not for the account of any other person or
                entity;

            


    

    


    
      	 	
              (b)

            	
              that
                the Corporation’s name, address of principal office, place of
                incorporation and taxpayer identification number as set forth in
                this
                Questionnaire are true, correct and complete;
                and

            


    

    


    
      	
            	(c)	
              that
                one of the following is true and correct (check
                one):

            


    

    


    
      	 	
               ̈
                (i)

            	
              the
                Corporation is a corporation organized in or under the laws of the
                United
                States or any political subdivision
                thereof.

            


    

    


     ̈
      (ii) the
      Corporation is a corporation which is neither created

    nor
      organized in or under the United States or any political subdivision thereof,
      but which has made an election under either Section 897(1) or 897(k) of the
      United States Internal Revenue Code of 1986, as amended, to be treated as a
      domestic corporation for certain purposes of United States federal income
      taxation (A COPY OF THE INTERNAL REVENUE SERVICE ACKNOWLEDGMENT OF THE
      UNDERSIGNED’S ELECTION MUST BE ATTACHED TO THIS QUESTIONNAIRE IF THIS PROVISION
      IS APPLICABLE).

    


     ̈
      (iii) neither
      (1) nor (ii) above is true.

    


    
      
        
          
          

        

        
          A-1
            (3)

          
            

          

        

        
          
          

        

      

    

    


    III.
      GENERAL INFORMATION

    


    (a)   
       PROSPECTIVE
      PURCHASER (THE CORPORATION)

     

    Name:____________________________________________________________________________________            

    


    Principal
      Place of
      Business:___________________________________________________________________

                                                                                                             
      (Number and Street)

    ___________________________________________________________________________

    (City)                                                                                                
      (State)                                
      (Zip
      Code)

     

    Address
      for Correspondence (if
      different):________________________________________________________

                                                                                              
      (Number and Street)

    ___________________________________________________________________________


    (City)                                                                                                  (State)                       
0;         (Zip
      Code)

    


    Telephone
      Number:__________________________________________________________________________

                                           
      (Area
      Code)                               
(Number)

    


    Facsimile
      Number:___________________________________________________________________________

                                          
      (Area
      Code)                                 (Number)

    


    State
      of
      Incorporation:_______________________________________________________________________

    


    Date
      of
      Formation:___________________________________________________________________________

    


    Taxpayer
      Identification
      Number:________________________________________________________________

    


    FINRA
      Affiliation or Association of the Corporation, if
      any:__________________________________________

     

    
      	 	
              If
                none, check here

            	
               ̈ 

            


    

    


    Number
      of
      Shareholders:          

    


    
      	 	
              (b)

            	
              INDIVIDUAL
                WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
                CORPORATION

            


    

    


    Name:___________________________________________________________________________________

    


    Position
      or
      Title:___________________________________________________________________________

    


    
      
        
          
          

        

        
          A-1
            (4)

          
            

          

        

        
          
          

        

      

    

    


    IV.
      BENEFICIAL, OWNERSHIP

    


    List
      the
      name, address, title, phone number and email address of the natural
      person
      or persons who will possess voting and investment power over the Shares
      subscribed for herein:

     

    Name
      of
      Natural
      Person(s):_________________________________________________________________

     

    Address:
      ________________________________________________________________________________

     

    _________________________________________________________________________


     

    Title
      (if
      any):_____________________________________________________________________________


     

    
      Phone:___________________________________________________________________________________

      


      Email
        address (if
        any):_______________________________________________________________________

      


      V.
        SIGNATURE

      


      The
        Signature Page to this Questionnaire is contained on page A-1 (6), entitled
        Corporation Signature Page.


      
        
          
          

        

        
          A-1
            (5)

          
            

          

        

        
          
          

        

      


      Corporation
        Signature Page

       

      
        
          

        

      

       

      SRKP
        17, INC.

       

      PODIUM
        TECHNOLOGY LIMITED

      
         

        
          

        

      

      


      1. The
        undersigned Corporation represents that (a) the information contained in
        this
        Questionnaire is complete and accurate and (b) the Corporation will immediately
        notify (i) WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los
        Angeles, CA 90067, Attention: Ann Pan,
        phone
        number (310) 843-9300, facsimile
        (323)443-3531 and (ii) Scott Galer, Esq., counsel to WestPark Capital,
        Inc., at Stubbs, Alderton & Markiles, LLP, 15260 Ventura Boulevard,
        20th
        Floor,
        Sherman Oaks, California 91403, phone number (818) 444-4500, facsimile
        (818) 444-4520 if any material change in any of the information occurs prior
        to
        the acceptance of the undersigned Corporation’s subscription and will promptly
        send the foregoing written confirmation of such change.

      


      2. The
        undersigned Corporation hereby represents and warrants that the person signing
        this Questionnaire on behalf of the Corporation has been duly authorized
        by all
        requisite action on the part of the Corporation to acquire the Shares and
        sign
        this Questionnaire and this Subscription Agreement on behalf of the Corporation
        and, further, that the undersigned Corporation has all requisite authority
        to
        purchase the Shares and enter into the Subscription Agreement.

      


      
        	 
	 	 

	
                Date

              	 	
                Name
                  of Corporation (Please Type or Print)

              
	 	 	 
	 	 	 

	 	 	
                By:
                  

              
	 	 	
                Signature

              
	 	 	 
	 	 	 

	 	 	
                Name:
                  

              
	 	 	
                (Please
                  Type or Print)

              
	 	 	 
	 	 	  

	 	 	
                Title:
                  

              
	 	 	
                (Please
                  Type or Print)

              


      

      


      THE
        SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED
        (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
        SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
        ACT OR
        AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION
        OF SUCH
        SECURITIES IS NOT REQUIRED.


      
        
          
          

        

        
          A-1
            (6)

          
            

          

        

        
          
          

        

      


      Exhibit
        A-2

       

      Individual
        Investor
        Questionnaire

      
        
          

        

      

      Name:        

        
          

        

      

      


      IMPORTANT:
        

      Please
        Complete

      


      


      INDIVIDUAL
        INVESTOR QUESTIONNAIRE

      
         

        
          

        

      

      


      SRKP
        17, INC.

      


      PODIUM
        TECHNOLOGY LIMITED

      
         

        
          

        

      

      


      SRKP
        17,
        Inc.

      1900
        Avenue of the Stars, Suite 310

      Los
        Angeles, CA 90067

      Attn:
        Richard Rappaport

      


      Podium
        Technology Limited

      c/o
        Yinlips Digital Technology (Shenzhen) Co., Ltd.

      Room
        2929-31, NanGuang JieJia Building

      FuTian
        District, Shenzhen

      GuangDong,
        People’s Republic of China

      Attn:
        Mr.
        Zhao Zifeng

      


      The
        information contained in this Individual Investor Questionnaire is being
        furnished in order to determine whether the undersigned’s subscription to
        purchase shares of Series A Convertible Preferred Stock (the “Shares”) of SRKP
        17, Inc. (the “Company”) may proceed.

      


      This
        Questionnaire should be completed, signed,
        dated
        and
        a copy
        should be sent to WestPark Capital, Inc. (the “Placement Agent”) via facsimile
        at (323)443-3531 or electronic format (e.g., PDF) to apan@wpcapital.com and
        the
        original delivered to WestPark Capital, Inc. at 1900 Avenue of the Stars,
        Suite
        310, Los Angeles, CA 90067, Attention: Ann Pan.
        Please
        keep a copy for your files.


      
        
          
          

        

        
          A-2
            (1)

          
            

          

        

        
          
          

        

      

      


      ALL
        INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
        The
        undersigned Corporation understands, however, that the Company may present
        this
        Questionnaire to such parties as it deems appropriate
        if called
        upon to
        establish that the proposed offer and sale of the Shares in the
        Company is
        exempt
        from registration under the Securities Act
        of
        1933, as
        amended, or meets
        the
        requirements of applicable state securities or “blue sky” laws. Further, the
undersigned
        Corporation understands that the offering required to be reported to the
        Securities
        and Exchange Commission and to various state securities or “blue sky”
regulators.

      


      IF
        YOU
        ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE SIGNATURE
        PAGE
        (PAGE A-2 (5)).

      


      IF
        YOU
        ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH
        FILL
        OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy of
        pages
        A-2
        (1) to
        A-2 (5)
        and
        return both completed Questionnaires to WestPark Capital, Inc.
        in the
        same envelope.

      


      
        	
              	I.	
                PLEASE
                  INDICATE DESIRED TYPE OF OWNERSHIP OF
                  SHARES:

              


      

      


      
        	
              	 ̈	
                Individual

              


      

      


      
        	
              	 ̈	
                Joint
                  Tenants (rights of survivorship)

              


      

      


      
        	
              	 ̈	
                Tenants
                  in Common (no rights of survivorship)

              


        	 	 	 


      

      
        	
              	II.	
                PLEASE
                  CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLY TO
                  YOU.

              


      

      


      
        	
              	 ̈	
                1. I
                  have an individual net worth* or joint net worth with my spouse
                  in
                  excess of $1,000,000.

              


      

      


      
        	
              	 ̈	
                2. I
                  have had an individual income* in excess of $200,000 in each of 
                  the
                  previous two years and I reasonably expect an individual income
                  in excess
                  of $200,000 this year. NOTE: IF YOU ARE BUYING JOINTLY WITH
                  YOUR SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME
                  IN EXCESS OF $200,000 IN EACH OF THESE YEARS IN ORDER
                  TO CHECK THIS BOX.

              


      

      


      
        	
              	 ̈	
                3. 
                  My
                  spouse and I have had a joint income* in excess of $300,000
                  in each
                  of the previous two years and I reasonably expect a joint income
                  in excess
                  of $300,000 this year.

              


      

      


      
        	
              	 ̈	
                4. I
                  am a director and/or an executive officer of Company as
                  such terms
                  are defined in Regulation D promulgated under the Securities Act
                  of 1933,
                  as amended.

              


      

      
         

        
          

        

      

      *
        For
        purposes of this Questionnaire, the term “net worth” means the excess of total
        assets over total liabilities. In determining income, an investor should
        add to
        his or her adjusted gross income any amounts attributable to tax-exempt income
        received, losses claimed as a limited partner in any limited partnership,
        deductions
        claimed for depletion, contributions to IRA or Keogh retirement
        plans, alimony
        payments and any amount by which income from long-term capital gains
        has been
        reduced in arriving at adjusted gross income.


      
        
          
          

        

        
          A-2
            (2)

          
            

          

        

        
          
          

        

      

       

    

    

      III.
        OTHER CERTIFICATIONS

      


      By
        signing the Signature Page, I certify the following (or, if I am purchasing
        Shares with my spouse as co-owner, each of us certifies the
        following):

      


      
        	
              	(a)	
                that
                  I am at least 21 years of age;

              


      

      


      
        	 	
                (b)

              	
                that
                  my purchase of Shares will be solely for my own account and not
                  for the
                  account of any other person (other than my spouse, if
                  co-owner);

              


      

      


      
        	 	
                (c)

              	
                that
                  the name, home address and social security number or taxpayer
                  identification number as set forth in this Questionnaire are true,
                  correct
                  and complete; and

              


      

      


      
        	 	
                (d)

              	
                that
                  one of the following is true and correct (check
                  one):

              


      

       

      Spouse,
        if Co-owner

      

        
          	
                   ̈

                	
                   ̈ 

                	
                  (i)

                	
                  I
                    am a United States citizen or resident of the United States for
                    United
                    States federal income tax purposes.

                
	 	 	 	 
	
                   ̈

                	
                   ̈ 

                	
                  (ii)

                	
                  I
                    am neither a United States citizen nor a resident of the United
                    States for
                    United States federal income tax
                    purposes.

                


        

      

      


      IV.
        GENERAL INFORMATION

      


      (a) PERSONAL
        INFORMATION

      Name:
        ________________________________________________________________________________________

                

      Social
        Security or Taxpayer Identification Number:
        ____________________________________________________

      


      
        	
                Residence
                  Address:
                  _____________________________________________________________________________

              
	 	
                (Number
                  and Street)

              


      

      


      
        	 
	
                (City)

              	
                (State)   
                  (Zip
                  Code) 

              


      

      


      
        	
                Residence
                  Telephone Number:
                  _____________________________________________________________________

              
	 	
                (Area
                  Code)

              	
                (Number)
                  

              


      

      


      
        	
                Residence
                  Facsimile Number:
                  _______________________________________________________________________

              
	 	
                (Area
                  Code)

              	
                (Number)

              


      

      


      
        	
                Name
                  of Business:
                  _______________________________________________________________________________

              


      

      


      
        	
                Business
                  Address:
                  _______________________________________________________________________________

              
	 	
                (Number
                  and Street)

              


      

      


      
        	 
	
                (City)

              	
                (State)  
                   (Zip Code)    


              


      


      
        
          
          

        

        
          A-2
            (3)

          
            

          

        

        
          
          

        

      


      
        	
                Business
                  Telephone Number:
                  ________________________________________________________________________

              
	 	
                (Area
                  Code)

              	
                (Number)

              


      

      


      
        	
                Business
                  Facsimile Number:
                  __________________________________________________________________________

              
	 	
                (Area
                  Code)

              	
                (Number)

              


      

      


      I
        prefer
        to have correspondence sent to:  ̈ Residence  ̈
        Business

      


      FINRA
        Affiliation or Association, if any:
        ____________________________________________________________

      


      If
        none,
        check here  ̈

      


      Spouse,
        if Potential Co-owner

      


      Name:
        ______________________________________________________________________________________

      


      Social
        Security or Taxpayer Identification Number:
        ____________________________________________________

      


      
        	
                Residence
                  Address:
                  ___________________________________________________________________________

              
	 	
                (Number
                  and Street)

              


      

      


      
        	 
	
                (City)

              	
                (State)
                  (Zip Code)

              


      

      


      Residence
        Telephone Number:
        ___________________________________________________________________

      


      
        	
                Name
                  of Business:

              	 	 
	 	 	 
	
                Business
                  Address:

              	 	 
	 	 	
                (Number
                  and Street)

              


      


      
        	 
	
                (City)

              	
                (State)

              


      

      


      I
        prefer
        to have correspondence sent to:  ̈ Residence
           ̈ Business

      


      FINRA
        Affiliation or Association, if any:
        ______________________________________________________

       

      If
        none,
        check here  ̈

       

      V.
         SIGNATURE

      


      The
        Signature Page to this Questionnaire is contained on page A-2 (5), entitled
        Individual Signature Page.


      
        
          
          

        

        
          A-2
            (4)

          
            

          

        

        
          
          

        

      

      


      INDIVIDUAL
        SIGNATURE PAGE

       

      SRKP
        17, INC.

      


      PODIUM
        TECHNOLOGY LIMITED

       

      1. The
        undersigned represents that (a) the information contained in this Questionnaire
        is complete and accurate, and (b) he/she will immediately notify
        (i) WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los
        Angeles, CA 90067, Attention: Ann Pan,
        phone
        number (310) 843-9300, facsimile
        (323) 443-3531 and (ii) Scott Galer, Esq., counsel to WestPark Capital,
        Inc., at Stubbs, Alderton & Markiles, LLP, 15260 Ventura Boulevard,
        20th
        Floor,
        Sherman Oaks, California 91403, phone number (818) 444-4500, facsimile
        (818) 444-4520 if any material change in any of the information occurs prior
        to
        the acceptance of the undersigned’s subscription and will promptly send the
        foregoing written confirmation of such change. 

      


      
        	 	 	 
	
                Date:

              	 	
                Name
                  (Please Type or Print)

              
	 	 	 
	 	 	 
	 	 	
                Signature

              
	 	 	 
	 	 	 
	 	 	
                Name
                  of Spouse if Co-owner

              
	 	 	
                (Please
                  Type or Print)

              
	 	 	 
	 	 	 
	 	 	
                Signature
                  of Spouse if Co-owner

              


      

      


      IF
        YOU
        ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE
        PAGE
        (PAGE A-2 (5)). IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR
        SPOUSE, YOU MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy
        of pages A-2 (1) to A-2 (5) and return both completed Questionnaires to WestPark
        Capital, Inc. in the same envelope.

      


      THE
        SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED
        (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
        SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
        ACT OR
        AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION
        OF SUCH
        SECURITIES IS NOT REQUIRED.


      
        
          
          

        

        
          A-2
            (5)

          
            

          

        

        
          
          

        

      


      Exhibit
        A-3

      


      Limited
        Partnership Investor Questionnaire

       

      
        
          

        

      

      Name:

      
        

      


      IMPORTANT:
        

      Please
        Complete:

      


      


      LIMITED
        PARTNERSHIP INVESTOR QUESTIONNAIRE

       

        
          

        

      

      


      SRKP
        17, INC.

      


      PODIUM
        TECHNOLOGY LIMITED

       

      
        

      

      


      SRKP
        17,
        Inc.

      1900
        Avenue of the Stars, Suite 310

      Los
        Angeles, CA 90067

      Attn:
        Richard Rappaport

      


      Podium
        Technology Limited

      c/o
        Yinlips Digital Technology (Shenzhen) Co., Ltd.

      Room
        2929-31, NanGuang JieJia Building

      FuTian
        District, Shenzhen

      GuangDong,
        People’s Republic of China

      Attn:
        Mr.
        Zhao Zifeng

      


      The
        information contained in this Limited Partnership Investor Questionnaire
        is
        being furnished in order to determine whether the undersigned Limited
        Partnership’s subscription to purchase shares of Series A Convertible Preferred
        Stock (the “Shares”) of SRKP
        17,
        Inc. (the
        “Company”) may proceed.

      


      This
        Questionnaire should be completed, signed, dated and
        a copy
        should be sent to WestPark Capital, Inc. (the “Placement Agent”) via facsimile
        at (323) 443-3531 or electronic format (e.g., PDF) to apan@wpcapital.com
        and the
        original delivered to WestPark Capital, Inc. at 1900 Avenue of the Stars,
        Suite
        310, Los Angeles, CA 90067, Attention: Ann Pan.
        Please
        keep a copy for your files.


      
        
          
          

        

        
          A-3
            (1)

          
            

          

        

        
          
          

        

      

      
         
ALL
        INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
        The
        undersigned Limited Partnership understands, however, that the Company may
        present this Questionnaire to such parties as it deems appropriate if called
        upon to establish that the proposed offer and sale of the Shares in the Company
        is exempt from registration under the Securities Act of 1933, as amended,
        or
        meets the requirements of applicable state securities or “blue sky” laws.
        Further, the undersigned
        Limited Partnership understands that the offering required to be reported
        to the
Securities
        and Exchange Commission and to various state securities or “blue sky”
regulators.

      


      I.PLEASE
        CHECK THE STATEMENT BELOW, IF IT APPLIES TO THE LP.

      


      
        	 	
                 ̈

              	
                The
                  undersigned Limited Partnership: (a) was not formed for the specific
                  purpose of acquiring the Shares, and
                  (b) has total assets in excess of
                  $5,000.000.

              


      

      


      II. OTHER
        CERTIFICATIONS

      


      By
        signing the Signature Page, the undersigned certifies that the Limited
        Partnership’s name,
        address of principal office, place of organization and taxpayer identification
        number as set
        forth in
        this Questionnaire are true, correct and complete; and

      


      III.
        GENERAL INFORMATION

      


      (a) PROSPECTIVE
        PURCHASER (THE LIMITED PARTNERSHIP)

      


      Name:
        __________________________________________________________________________________

       

      
        	
                Principal
                  Place of Business:
                  __________________________________________________________________

              
	 	
                (Number
                  and Street)

              


      

      


      
        	 
	
                (City)

              	
                (State)

              	
                (Zip
                  Code)

              


      

      


      
        	
                Address
                  for Correspondence (if different):
                  ______________________________________________________

              
	 	
                (Number
                  and Street)

              


      

      


      
        	 
	
                (City)

              	
                (State)
                  (Zip Code)

              


      

      


      
        	
                Telephone
                  Number:
                  _________________________________________________________________________

              
	
                (Area
                  Code)

              	
                (Number)

              


      

      


      
        	
                Facsimile
                  Number:
                  ___________________________________________________________________________

              
	
                (Area
                  Code)

              	
                (Number)

              


      

       

      
        
          
          

        

        
          A-3
            (2)

          
            

          

        

        
          
          

        

      

       

      State
        of
        Formation:
        __________________________________________________________________________

      


      Date
        of
        Formation:
        __________________________________________________________________________

      


      Taxpayer
        Identification Number:
        ________________________________________________________________

      


      FINRA
        Affiliation or Association of the Corporation, if any:
        ______________________________________________

       

      If
        none,
        check here  ̈

      


      
        	 	
                (c)

              	
                INDIVIDUAL
                  WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE LIMITED
                  PARTNERSHIP

              


      

      


      Name:            

      


      Position
        or Title:        

      


      IV.
        SIGNATURE

      


      The
        Signature Page to this Questionnaire is contained on page A-3 (4), entitled
        Limited Partnership Signature Page.


      
        
          
          

        

        
          A-3
            (3)

          
            

          

        

        
          
          

        

      


      Limited
        Partnership Signature Page

       

        
          

        

      

      


      SRKP
        17, INC.

      


      PODIUM
        TECHNOLOGY LIMITED

       

      
        
          

        

      

      


      1. The
        undersigned Limited Partnership represents that (a) the information contained
        in
        this Questionnaire is complete and accurate, and (b) the Limited Partnership
        will immediately notify (i) WestPark
        Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los Angeles, CA 90067,
        Attention: Ann Pan,
        phone
        number (310) 843-9300, facsimile
        (323) 443-3531 and (ii) Scott Galer, Esq., counsel to WestPark Capital,
        Inc., at Stubbs, Alderton & Markiles, LLP, 15260 Ventura Boulevard,
        20th
        Floor,
        Sherman Oaks, California 91403, phone number (818) 444-4500, facsimile
        (818) 444-4520 if
        any
        material change in any of the information occurs prior to the acceptance
        of the
        undersigned’s subscription and will promptly send the foregoing written
        confirmation of such change.

      


      2. The
        undersigned Limited Partnership hereby represents and warrants that the person
        or entity signing this Questionnaire on behalf of the Limited Partnership
        has
been
        duly
        authorized by all requisite action on the part of the Limited
        Partnership to sign this Questionnaire and this Subscription Agreement on
        behalf
        of the
        Limited
        Partnership and, further, that the undersigned Limited Partnership has all
        requisite authority to purchase the Shares and enter into the Subscription
        Agreement.

      


      
        	 	 	 
	
                Date

              	 	
                Name
                  of Limited Partnership

              
	 	 	
                (Please
                  Type or Print)

              
	 	 	 	 
	 	 	
                By:
                  

              	 
	 	 	
                Signature

              
	 	 	 	 
	 	 	 	 
	 	 	
                Name:

              	 
	 	 	 	
                (Please
                  Type or Print)

              
	 	 	 	 
	 	 	
                Title:

              	 
	 	 	 	
                (Please
                  Type or Print)

              


      

      


      THE
        SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED
        (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
        SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
        ACT OR
        AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION
        OF SUCH
        SECURITIES IS NOT REQUIRED.


      
        
          
          

        

        
          A-3
            (4)

          
            

          

        

        
          
          

        

      


      Exhibit
        B

      


      LOCK-UP
        AGREEMENT

      


      Yinlips
        Technology, Inc.

      c/o
        Yinlips Digital Technology (Shenzhen) Co., Ltd. 

      Room
        2929-31

      NanGuang
        JieJia Building

      FuTian
        District

      Shenzhen

      GuangDong,
        People’s Republic of China

      Attn:
        Zhao
        Zifeng

      


      WestPark
        Capital, Inc.

      1900
        Avenue of the Stars, Suite 310

      Los
        Angeles, CA 90067

      


      The
        undersigned, being a security holder of Yinlips Technology, Inc. (formerly
        known
        as SRKP 17, Inc. and referred to herein as the “Company”)
        and
        receiving his/her/its shares of the Company’s common stock (the “Company
        Common Stock”)
        upon
        the conversion of his/her/its shares of Series A Convertible Preferred Stock
        as
        an investor in the Company’s private offering that closed on __________, 2008
        (the “Private
        Offering”),
        hereby delivers this Lock-up Agreement to the Company. 

      


      The
        undersigned recognizes that it is in the best financial interests of the
        Company
        and of the undersigned, as a stockholder of the Company, that the Company
        Common
        Stock received by the undersigned pursuant to the Private Offering be subject
        to
        certain restrictions and hereby agrees as follows:

      


      Other
        than as set forth below, the undersigned shall not: (a) sell, assign, exchange,
        transfer, pledge, distribute or otherwise dispose of (i) any shares of the
        Company Common Stock received by the undersigned in the Private Offering,
        or
        (ii) any interest (including, without limitation, an option to buy or sell)
        in
        any such shares of the Company Common Stock, in whole or in part, and no
        such
        attempted transfer shall be treated as effective for any purpose; or (b)
        engage
        in any transaction in respect to any shares of the Company Common Stock received
        by the undersigned in the Private Offering or any interest therein, the intent
        or effect of which is the effective economic disposition of such shares
        (including, but not limited to, engaging in put, call, short-sale, straddle
        or
        similar market transactions) (the foregoing restrictions are referred to
        herein
        as “Lock-Up
        Restrictions”).
        

      


      One-twelfth
        of the undersigned’s shares of the Company’s Common Stock acquired in the
        Private Offering shall be released from the Lock-Up Restrictions on the date
        that is ninety (90) days subsequent to the date on which the Company’s Common
        Stock begins to be listed or quoted on either the New York Stock Exchange,
        American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market or the
        OTC
        Bulletin Board (the “Initial
        Release Date”),
        and
        the undersigned’s shares will automatically be released from the Lock-Up
        Restrictions on a monthly basis after the Initial Release Date on a pro rata
        basis over the eleven months following the Initial Release Date, until all
        of
        the shares are released from the Lock-Up Restrictions. WestPark Capital,
        Inc.,
        in its discretion, may release from the Lock-up Restrictions some or all
        the
        undersigned’s shares of the Company’s Common Stock earlier than the schedule set
        forth in this Lock-up Agreement. 

       

      
        
          
          

        

        
          A-3
            (5)

          
            

          

        

        
          
          

        

      

       

      The
        certificates evidencing the Company Common Stock received by the undersigned
        in
        the Private Offering bear a legend as set forth below and such legend shall
        remain during the term of this Lock-Up Agreement as set forth
        above:

      


      THE
        SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS
        SET
        FORTH IN THAT CERTAIN LOCK-UP AGREEMENT BY AND BETWEEN YINLIPS TECHNOLOGY,
        INC.,
        A DELAWARE CORPORATION, AND THE HOLDER HEREOF (THE “LOCK-UP AGREEMENT”), AND MAY
        NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED
        OR OTHERWISE DISPOSED OF PRIOR TO THAT CERTAIN TIME PERIOD DETAILED IN THE
        LOCK-UP AGREEMENT. THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND
        ANY
        STOP ORDER PLACED WITH THE TRANSFER AGENT) UPON THE EXPIRATION OF THE TIME
        PERIOD SPECIFIED IN THE LOCK-UP AGREEMENT. A COPY OF THE LOCK-UP AGREEMENT
        IS
        AVAILABLE FOR REVIEW AT THE PRINCIPAL EXECUTIVE OFFICE OF THE
        ISSUER.

      


      [SIGNATURE
        ON NEXT PAGE]

       

      
        
          
          

        

        
          A-3
            (6)

          
            

          

        

        
          
          

        

      

       

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

      


      
        	 
	
                Printed
                  Name of Holder

              
	 
	
                Signature
                  ________________________________________

              
	 
	
                By:
                  ____________________________________________

              
	 
	
                Title
                  (if applicable):
                  _______________________________

              


      


      
        
          
          

        

        
          A-3
            (7)