Unassociated Document


    AGREEMENT

    


    


    This
      Agreement is made as of this [23rd day of January, 2007] [February 9, 2007]
      by
      and between Kwong Kai Shun (Hong Kong Identity Card Number C377425(0)), an
      individual (“Kwong”),
      and
      certain purchasers (each an “Investor”
and
      together the “Investors”)
      of the
      Series A Convertible Preferred Stock (the “Series
      A Stock”)
      of
      SRKP 9, Inc., a Delaware corporation (the “Company”),
      sold
      in that certain private placement (“Private Placement”) conducted by the
      Company.

    


    RECITALS

    


    WHEREAS,
      as of the date of the final closing of the Private Placement, the Investors
      purchased an aggregate of 2,325,581 shares of the Series A Stock, the rights,
      preferences and privileges of said Series A Stock as set in that Certificate
      of
      Designations, Preferences and Rights of Series A Convertible Preferred Stock
      ($0.0001 par value per share) of SRKP 9, Inc., a copy of which is attached
      hereto as Exhibit “A” (the “Certificate”).

    


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

     

    Section 1. Definitions.
      The
      following terms shall have the following meanings:

    


    “Business
      Day”
means
      any day except Saturday, Sunday, any day which shall be a federal legal holiday
      in the United States or any day on which banking institutions in the State
      of
      New York are authorized or required by law or other governmental action to
      close.

    


    “Common
      Stock”
means
      the Company’s common stock, par value $0.0001 per share, and stock of any other
      class of securities into which such securities may hereafter be reclassified
      or
      changed into.

    


    “Preferred
      Stock”
means
      the Series A Convertible Preferred Stock, $0.0001 par value per share, of
      SRKP 9, Inc.

    


    “Stated
      Value”
shall
      have the meaning set forth in Section 2 of the Certificate.

    


    “Trading
      Day”
means
      a
      day on which the principal Trading Market is open for business.

    


    “Trading
      Market”
means
      the following markets or exchanges on which the Common Stock is listed for
      trading on the date in question: the American Stock Exchange, the Nasdaq Capital
      Market, the Nasdaq Global Market, or the New York Stock Exchange.

    


    “Trading
      Market Listing Date”
means
      the first Trading Day on which the Common Stock is listed for trading on a
      Trading Market.

    


    “Triggering
      Purchase Amount”
means,
      for each share of Preferred Stock, 110% of the Stated Value.

     

    
      
         

      

      
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    Section 2. 2006
      and 2007 Earnings.

    


    a) The
      parties hereto acknowledge that the mutually agreed valuation of the Company
      as
      of the date of the final close of the Private Placement shall be $32,872,050
      (the “Agreed
      Investment Valuation”)
      and
      based on 25,482,210 shares of Common Stock outstanding, each share of Common
      Stock shall be valued at $1.29. The parties understand that the Agreed
      Investment Valuation is also based on the understanding that the Company’s net
      income determined in accordance with United States Generally Accepted Accounting
      Principles (“GAAP”)
      as set
      forth in its audited financial statements for the year ending December 31,
      2006
      (“2006
      Net Income”)
      will
      be $6.3 million (a price-earning ratio of 5 times), and the net income
      determined in accordance with GAAP as set forth in its audited financial
      statements for the year ending December 31, 2007 (“2007
      Net Income”)
      will
      be $7.7 million (a price-earning ratio of 4 times). 

    


    b) Kwong
      now
      undertakes to the Investors that if it happens that the actual net income of
      2006 and/or 2007 is less than the 2006 Net Income and/or 2007 Net Income
      respectively, then Kwong shall make up the shortfall by transferring to the
      Investors a certain number of Common Stock calculated as follows:

    


    A
      = N x
      S

    


    
      	
              A

            	
              means
                the number of additional shares of Common Stock (rounded down to
                the
                nearest integral) to be transferred by Kwong to the Investors under
                this
                section (“Net
                Income Shares”)

            


    

    


    N means
      the
      number of Stock that have not been sold by the Investors

    


    
      	
              S

            	
              means
                the shortfall in agreed valuation per share of Common Stock calculated
                as
                follows:

            


    

    


    
      	 	
              $1.29
                - ((actual amount of net income for the Relevant Year x Relevant
                P/E) /
                25,482,210)

            


    

    
      	 	
              and
                for this purpose, “Relevant
                Year”
                means 2006 and 2007 (as the case may be) and “Relevant
                P/E”
                means the price earning ratio of 5 for the year 2006 and the price
                earning
                ratio 4 for the year 2007

            


    

    


    c) The
      parties agree that the total number of Net Income Shares shall in no
      circumstances be more than 2,326,000. Upon execution of this Agreement, Kwong
      shall cause 2,326,000 shares of Common Stock be placed in escrow with
      David L. Kagel (the “Escrow
      Agent”)
      and
      that the Net Income Shares shall be further distributed subject to the timing
      of
      said escrow. 

    


    Section 3. Purchase
      Upon Triggering Event.

    


    a) “Triggering
      Event”
means
      the Common Stock shall fail to be listed for trading on a Trading Market on
      or
      before June 30, 2007. 

    


    b) Upon
      the
      occurrence of a Triggering Event, each Investor shall (in addition to all other
      rights it may have hereunder or under applicable law) have the right,
      exercisable at the sole option of such Investor for a period of thirty (30)
      days
      following the Triggering Purchase Payment Date as defined below, to require
      Kwong to purchase all of the Preferred Stock then held by such Holder for a
      price, in cash, equal to the Triggering Purchase Amount. The Triggering
Purchase
      Amount
      shall be due and payable within five Trading Days of the date on which the
      notice for the payment therefor is provided by a Holder (the “Triggering
      Purchase Payment Date”).
      Kwong
      fails to pay in full the Triggering Purchase Amount hereunder on the date such
      amount is due in accordance with this Section, Kwong will pay interest thereon
      at a rate equal to the lesser of 10% per annum or the maximum rate
      permitted by applicable law, accruing daily from such date until the Triggering
      Purchase Amount, plus all such interest thereon, is paid in full. For purposes
      of this Section, a share of Preferred Stock is outstanding until such date
      as
      the applicable Holder has been paid the Triggering Purchase Amount in
      cash.

     

    
      
         

      

      
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    Section 4. Miscellaneous.

    


    a) Notices.
      Any and
      all notices or other communications or deliveries to be provided hereunder
      shall
      be in writing and delivered personally, by facsimile, or sent by a nationally
      recognized overnight courier service addressed to each
      Party at
      the facsimile number or address of such party as attached hereto appearing
      on
      the books. Any notice or other communication or deliveries hereunder shall
      be
      deemed given and effective on the earliest of (i) the date of transmission,
      if such notice or communication is delivered via facsimile at the facsimile
      number specified in this Section 4 prior to 5:00 p.m. (New York City time)
      on any date, (ii) the date immediately following the date of transmission,
      if such notice or communication is delivered via facsimile at the facsimile
      number specified in this Section 4 between 5:00 p.m. and 11:59 p.m. (New
      York City time) on any date, (iii) the second Business Day following the
      date of mailing, if sent by nationally recognized overnight courier service,
      or
      (iv) upon actual receipt by the party to whom such notice is required to be
      given.

    


    b) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of Delaware, without regard to the
      principles of conflict of laws thereof. Each party agrees that all legal
      proceedings concerning the interpretation, enforcement and defense of the
      transactions contemplated by this Agreement shall be commenced in the state
      and
      federal courts sitting in the City of Los Angeles, State of California (the
      “California
      Courts”).
      Each
      party hereto hereby irrevocably submits to the exclusive jurisdiction of the
      Los
      Angeles Courts for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein and
      hereby irrevocably waives, and agrees not to assert in any suit, action or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      such Los Angeles Courts, or such Los Angeles Courts are improper or inconvenient
      venue for such proceeding. Each party hereby irrevocably waives personal service
      of process and consents to process being served in any such suit, action or
      proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Agreement and agrees that such service
      shall
      constitute good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any other manner permitted by applicable law. Each party hereto hereby
      irrevocably waives, to the fullest extent permitted by applicable law, any
      and
      all right to trial by jury in any legal proceeding arising out of or relating
      to
      this Agreement or the transactions contemplated hereby. If either party shall
      commence an action or proceeding to enforce any provisions of this Agreement,
      then the prevailing party in such action or proceeding shall be reimbursed
      by
      the other party for its attorneys’ fees and other costs and expenses incurred in
      the investigation, preparation and prosecution of such action or
      proceeding.

    


    c) Severability.
      If any
      provision of this Agreement is invalid, illegal or unenforceable, the balance
      of
      this Agreement shall remain in effect, and if any provision is inapplicable
      to
      any person or circumstance, it shall nevertheless remain applicable to all
      other
      Persons and circumstances.
      

     

    
      
         

      

      
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    d) Next
      Business Day.
      Whenever any payment or other obligation hereunder shall be due on a day other
      than a Business Day, such payment shall be made on the next succeeding Business
      Day.

    


    e) Headings.
      The
      headings contained herein are for convenience only, do not constitute a part
      of
      this Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    
      
         

      

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

     

    
      
        	 	 	
                KWONG

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	
                Kwong
                  Kai Shun

              	 
	 	 	
                (Hong
                  Kong Identity Card Number C377425(0))

              	 
	 	 	
                Room
                  1601-1604, 16/F., CRE Centre

              	 
	 	 	
                889
                  Cheung Sha Wan Road, Kowloon, Hong Kong

              	 
	 	 	
                Address:

              	 	 
	 	 	 	 	 
	 	 	
                Telephone:

              	 	 
	 	 	
                Facsimile:

              	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                INVESTORS

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	
                Address:

              	 	 
	 	 	 	 	 
	 	 	
                Telephone:

              	 	 
	 	 	
                Facsimile:

              	 	 


      

    

     

     

    
      
         

      

      
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