Unassociated Document


     

    
      WARRANT CANCELLATION
AGREEMENT

       

      THIS
WARRANT CANCELLATION AGREEMENT (this “Agreement”) is made
and entered into as of this 14th day of June, 2010, by and between China
Intelligent Lighting and Electronics, Inc., a Delaware corporation (the “Company”), and
WestPark Capital Financial Services, LLC (“WCFS”).

       

      RECITALS

       

      WHEREAS,
the Company conducted a Share Exchange transaction on January 15, 2010, and WCFS
and the Company entered into that certain Share and Warrant Cancellation
Agreement dated January 15, 2010 in connection therewith; and

      


      WHEREAS,
the Company is conducting a public offering and WCFS and the Company desire that
in connection with the furtherance of conducting such offering, WCFS agrees to
further cancel currently outstanding warrants held by WCFS to purchase 350,000
shares of common stock of the Company at a per share price of $0.0002 per shares
(the “Warrants”), where
such aforementioned cancellations shall occur only upon the closing of the
public offering that the Company is currently conducting (the “Public
Offering”).

      


      NOW,
THEREFORE, for and in consideration as set forth in this Agreement and in the
Share and Warrant Cancellation Agreement dated January 15, 2010, and the payment
of good and valuable consideration pursuant to the such agreements, the receipt
and sufficiency of which is hereby acknowledged, the Company and WCFS, each
intending to be legally bound by this Agreement, hereby agree as
follows:

      


      AGREEMENT

      


      1.  DUTIES

       

      1.1  Rights and Obligations of
the Parties.  The parties shall be entitled to such rights and
shall perform such duties as set forth herein. 

       

      1.2 Cancellation of
Warrants.  On the settlement date of the Public Offering, the
Warrants shall be deemed automatically cancelled.  WCFS agrees to
execute any and all documents as the Company reasonably determines necessary to
effect the cancellation of the Warrants pursuant to the terms of this
Agreement.

       

      2.  MISCELLANEOUS

       

      2.1  Transferability.  None
of the rights and obligations of the Stockholders hereunder shall be
transferable.

       

      2.2  Construction.  The
validity, enforcement and construction of this Agreement shall be governed by
the laws of the State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.

       

      2.3  Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, legatees, assigns and
transferees, as the case may be.

       

      2.4  Severability.  If
any provision or section of this Agreement is determined to be void or otherwise
unenforceable, it shall not affect the validity or enforceability of any other
provisions of this Agreement which shall remain enforceable in accordance with
their terms.

       

      2.5  Interpretation.  The
headings and subheadings contained in this Agreement are for reference only and
for the benefit of the parties and shall not be considered in the interpretation
or construction of this Agreement.  This Agreement shall be construed
and interpreted without regard to any rule or presumption requiring that it be
construed or interpreted against the party causing it to be
drafted.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      2.6  Execution in
Counterparts.  This Agreement may be executed in any number of
counterparts (including facsimile counterparts), each of which shall be deemed
to be an original, but all of which together shall constitute one and the same
instrument.

       

      2.7  Amendments.  This
Agreement may be amended from time to time but only by written agreement signed
by all of the parties hereto.

       

      2.8 Entire
Agreement. This Agreement
constitutes the entire understanding and agreement of the parties relating to
the subject matter hereof and supersedes any and all prior understandings,
agreements, negotiations and discussions, both written and oral, between the
parties hereto with respect to the subject matter hereof.

       

      [Signatures
appear on following page]

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


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

      


       

      
        


        
          
            
              
                	
                        CHINA
      INTELLIGENT LIGHTING AND ELECTRONICS,
      INC.,

                      
	 
      
	 
	 
	
                        By: 

                      	
                        /s/  Li
      Xuemei

                      
	
                        Name:    Li
      Xuemei

                      
	
                        Title:      CEO

                      
	 
      
	 
	 
	
                        WESTPARK
      CAPITAL FINANCIAL SERVICES, LLC

                      
	 
	 
	 
      
	
                        By: 

                      	
                        /s/  Richard
      Rappaport

                      
	
                        Name:    Richard
      Rappaport

                      
	
                        Title:      Chief
      Executive Officer and
Chairman