Unassociated Document


    AMENDMENT
      NO. 2 TO THE SUBSCRIPTION AGREEMENT

     

    This
      AMENDMENT NO. 2 TO THE SUBSCRIPTION AGREEMENT, effective as of this
      16TH
      day of
      December, 2007, is made to that certain Subscription Agreement dated January
      23,
      2007, as amended by Amendment No. 1 on July 20, 2007 (“Agreement”), by and
      between ASIA TIME CORPORATION (f/k/a SRKP 9, Inc.), a Delaware corporation
      (the “Company”)
      and
      certain purchasers (each an “Investor”
and
      together the “Investors”)
      of the
      Series A Convertible Preferred Stock (the “Series
      A Stock”)
      of the
      Company, sold in that certain private placement (“Private Placement”) conducted
      by the Company. Terms not defined in this Amendment shall have such meanings
      as
      set forth in the Agreement.

    


    RECITALS

    


    WHEREAS,
      each of the undersigned Investors and the Company entered into the Agreement
      providing for, among other things, registration rights for the Common Stock
      underlying the Shares;

    


    WHEREAS,
      the Company, pursuant to Section 4 of the Agreement, agreed to use its
      reasonable best efforts to cause the Registration Statement to become effective
      within one hundred eighty (180) days after the Closing Date if the Registration
      Statement is subject to a full review by the SEC;

    


    WHEREAS,
      Section 5.4 of the Agreement states that the terms of Section 4 of the Agreement
      may be amended without the consent or approval of all of the Subscribers 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;
      and

    


    WHEREAS,
      the undersigned Investors hold an aggregate number of Shares that is more than
      a
      majority of the Shares sold in the Offering and each of the undersigned
      Investors and the Company desire to amend Section 6 of the Agreement such that
      the Company shall use its reasonable best efforts to cause the Registration
      Statement to become effective on or before March 31, 2008.

    


    NOW
      THEREFORE, for good and valuable consideration, the receipt of which is hereby
      acknowledged, the parties hereto agree amend the Agreement as
      follow:

    


    AGREEMENT

    

      
        	
                1.

              	
                Section
                  4.1 of the Agreement is hereby amended and restated as
                  follows:

              


      

    

    


    4.1 Registration
      Requirement.
      Subject
      to the terms and limitations hereof, the Company shall file a registration
      statement on Form SB-2 or other appropriate registration document under the
      Act
      (the “Registration Statement”) for resale of the Common Stock underlying the
      Shares, all shares held by the shareholders of the Company, excluding shares
      held by the Westpark Affiliates, immediately prior to the Close (the
“Registrable Securities”) and shall use its reasonable best efforts to maintain
      the Registration Statement effective for a period of twenty-four (24) months
      at
      the Company’s expense (the “Effectiveness Period”). The Company shall register
      the Shares in such a Registration Statement no later than thirty (30) days
      after
      the Closing Date (the “Registration Filing Date”), and shall use reasonable best
      efforts to cause such Registration Statement to become effective on or before
      March 31, 2008. Subject to the conditions and limitations hereof, including
      the
      limitations set forth in Section 4.2, the Company’s failure to satisfy the
      obligations specified in the immediately preceding sentence shall require the
      Company to make a cash payment, as liquidated damages, to the Subscriber of
      0.0333% of the Purchase Price of the Shares sold to the Subscriber under this
      Subscription Agreement for each business day of such failure. For the avoidance
      of doubt, any right to receive such cash payment shall be Subscriber’s sole and
      exclusive remedy for the failure of the Company to satisfy the obligations
      under
      this Section 4.1.

     

    
      
         

      

      
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                2.

              	
                Except
                  as amended herein, the Agreement shall remain in full force and
                  effect.

              


      

    

    


    3.    This
      Amendment may be executed in any number of facsimile counterparts, each of
      which
      shall be an original, but which together constitute one and the same instrument.
      

    


    


    [SIGNATURE
      PAGES TO FOLLOW]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
      first written above. 

    


    
      	 	 	 
	 	ASIA
              TIME
              CORPORATION 
	 
 	 
 	 
 
	
            	By:  	/s/ Kwong
              Kai
              Shun
	 	
              
Name:
              Kwong Kai Shun    
	 	
              Title:
                Chief Executive Officer

            


    

     

     

    
      	 	 	 
	 	
              INVESTOR

            
	 
 	 
 	 
 
	
            	 	
            
	 	
              

            
	 	Name
              of Investor:                                                                   
              
	 	 
	 	Name of
              Signatory:                                                             
	 	 
	 	Title of Signatory:                                                                
	 	 
	 	Address:                                                                           
	 	                                                                                      
	 	Telephone:                                                                      
               
	 	Facsimile:                                                                          


    

    


    
      
         

      

      
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