SRKP 23 Inc - FORM 8-K - EX-10.1

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8-K - SRKP 23 Inc	v206302_8k.htm
EX-10.2 - SRKP 23 Inc	v206302_ex10-2.htm

PLACEMENT AGENCY AGREEMENT

November 23, 2010

WestPark Capital, Inc.

1900 Avenue of the Stars, Suite 310

Los Angeles, CA 90067

Ladies and Gentlemen:

SRKP 23, Inc. a Delaware corporation and Weixin International Co., Limited, a company organized under the laws of the British Virgin Islands (collectively, the “Company”), proposes, subject to the terms and conditions of that certain form of Subscription Agreement in the form attached hereto as Exhibit A between the Company and certain Investors (the “Purchase Agreement”), as described in that Private Placement Memorandum dated November 22, 2010 (the “PPM”) and further to a Share Exchange Agreement dated November 12, 2010, a copy of which is attached hereto as Exhibit B (the “Share Exchange Agreement”), to issue and sell a minimum of $500,000 and up to an aggregate of up to $5,500,000 in shares (the “Shares”) of its Common Stock, $0.0001 par value per share (the “Common Stock” or the “Securities”), directly to the Investors (the “Offering”). The Company previously engaged WestPark Capital, Inc. (“WestPark”), as the Company’s exclusive placement agent (in such capacity, the “Placement Agent”), on a best efforts basis, in connection with the Offering, pursuant to that certain Engagement Letter executed as of May 10, 2010 between WestPark and the Company (the “Engagement Letter”), attached hereto as Exhibit C. The Purchase Agreement, PPM and Share Exchange Agreement are together the “Transaction Documents”. Capitalized Terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

The Company hereby confirms and clarifies its agreement with the Placement Agent as follows:

Section 1. Placement Agent Services, Compensation and Expenses.

(a) The Company acknowledges that WestPark has acted pursuant to the Engagement Letter as the Company’s exclusive placement agent, on a best efforts basis, in connection with the issuance and sale by the Company of the Securities in a private offering pursuant to Regulation D as promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that the terms of the Offering are subject to market conditions and negotiations between the Company and the Investors.

(b) The Company confirms that as compensation for services rendered in connection with the Offering, and provided that the Securities are sold to Investors in the Offering, at each Closing (as defined in the Purchase Agreement) of the Offering, the Company shall pay to the Placement Agent (i) a cash fee equal to 10% of the gross proceeds received from the sale of the Securities sold at such Closing and (ii) a non-accountable expense allowance cash fee equal to 4% of the gross proceeds received from the sale of the Securities at such Closing. Additionally, upon the final Closing, the Company shall pay to the Placement Agent cash fee equal to $140,000 as a success fee for services provided in connection with the Share Exchange Agreement.

(c) The Company acknowledges and agrees that the Placement Agent itself has made no commitment to purchase any of the Securities, and the Placement Agent acknowledges and agrees that it shall have no authority to bind the Company regarding a sale and issuance of the Securities. The Company acknowledges that any advice given by the Placement Agent or its representatives to the Company is solely for the benefit and use of the Company, the Board of Directors of the Company (the “Board”) and the management of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the Placement Agent’s prior written consent.

(d) Whether or not the sale to the Investors of the Securities on the Closing Date is consummated, the Company agrees to reimburse all costs, fees and expenses incurred by the Placement Agent in connection with the Offering, including attorneys’ fees and expenses and costs related to travel and meetings with the Investors and potential investors.

(e) The “Term” of the Placement Agent’s exclusive engagement is defined in and governed by the Engagement Letter, including the rights and obligations of the parties hereto if the Offering is not consummated as contemplated hereby or within the Term.

Section 2. Representations, Warranties and Covenants of the Company.

The Company hereby represents, warrants and covenants to the Placement Agent as of the date hereof, and as of the Closing Date of the Offering, as follows:

(a) Transaction Documents. The representations and warranties made by the Company in the Purchase Agreement qualified as to materiality are true and correct as of the date made and shall be true and correct at all times prior to and on each Closing Date as so qualified, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date as so qualified, and, the representations and warranties made by the Company in the Purchase Agreement not qualified as to materiality are true and correct in all material respects as of the date made and shall be true and correct at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall perform in all material respects all obligations and covenants required to be performed by it pursuant to the Purchase Agreement on or prior to each Closing Date. The Placement Agent shall be made party to the Registration Rights Agreement contemplated by the Purchase Agreement.

(b) Authorization; Enforceability. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable against the Company in accordance with its terms, except as rights to indemnification and contribution hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(c) UDF Account. At the closing of the WRASP Offering (as defined in the Engagement Letter), the Company will deposit a minimum of US$1,000,000 (one million dollars) in a U.S. Dollar account to fund payment of professional fees related to the Company’s obligations as a U.S. public company.

(d) Use of Proceeds. The Company will not use any proceeds of the Offering for (i) investment in other companies, (ii) establishment of new business ventures either within the Company’s existing operations or outside them, or (iii) for any purpose not disclosed to investors in the PPM.

(e) Lock-up Agreements. Prior to the initial Closing Date and in connection with the Share Exchange Agreement, WestPark shall have received (a) executed lock-up agreements in the form attached hereto as Exhibit D from the shareholders of SRKP 23, Inc., (b) executed lock-up agreements in the form attached hereto as Exhibit E from each of the Company’s shareholder(s) and/or designees, and (c) an executed lock-up agreement in the form attached hereto as Exhibit F from the Company, in each case as further provided by the Share Exchange Agreement.

(f) SEC Filings. The Company will file a Notice of Sale of Securities Pursuant to Regulation D Section 4(6), and/or Uniform Limited Offering Exemption (“Form D”) with the Securities and Exchange Commission within 15 days of Closing Date. Once filed, the Company will provide a copy of the Form D as filed to WestPark. Filing the Form D is the responsibility of the Company and failure to do so will result in a material breach of this Agreement.

(g) Consulting Agreement. After the Closing of the Private Placement, the Company will retain the Placement Agent as its consultant to assist and advise the Company in its financial strategy for a period of six (6) months. The Company will compensate the Placement Agent $4,000 per month, in advance, payable on or before the first day of each month.

(h) Chief Financial Officer. The Company shall select and hire a Chief Financial Officer within 60 days of the initial Closing Date, such Chief Financial Officer to be mutually agreeable to the Company and WestPark.

Section 3. Indemnification and Contribution.

The Company and the Placement Agent hereby affirm their agreement set forth in Section 14 of the Engagement Letter, and Appendix 1 to the Engagement Letter as referenced therein, regarding the Placement Agent’s rights to indemnification and contribution from the Company in connection with the Offering, provided, however, that nothing in this Section 3 or in the documentation incorporated by reference shall reduce or vitiate the Placement Agent’s rights to indemnification pursuant to the terms and conditions of the Registration Rights Agreement.

Section 4. Representations, Warranties and Covenants of the Placement Agent

The Placement Agent hereby represents, warrants and covenants to the Company as of the date hereof, and as of the Closing Date of the Offering, as follows:

(a) Regulation D Compliance. The Placement Agent has not engaged in any activity that constitutes general solicitation or general advertising in connection with the Offering.

(b) Other Compliance. The Placement Agent has complied and will comply with Regulation M, applicable FINRA rules and regulations and any other rules and regulations setting forth restrictions on the dissemination of research reports and the activities of analysts in connection with this Offering, and is a member in good standing with FINRA and any applicable state licensing authorities.

(c) No Unauthorized Distribution of Materials. The Placement Agent has not distributed and will not distribute any offering material in connection with the Offering and sale of the Securities other than copies of the Company’s SEC Filings and the Transaction Documents or as otherwise instructed by the Company.

Section 5. Representations and Indemnities to Survive Delivery.

The respective indemnities, agreements, representations, warranties and other statements of the Company or any person controlling the Company, including its officers and directors, and of the Placement Agent set forth in or made pursuant to this Agreement, including, but not limited to the indemnity and contribution agreements contained in Section 3 above, will remain in full force and effect, regardless of (i) any investigation made by or on behalf of any Placement Agent or any person controlling such Placement Agent, the Company, its directors or officers or any persons controlling the Company; and (ii) any termination of this Agreement. A successor to any Placement Agent, or to the Company, its directors or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in Sections 1 and 3 above.

Section 6. Notices.

All communications to the parties hereto hereunder shall be in writing and shall be mailed, hand delivered or sent by facsimile, with confirmation of receipt by the intended recipient confirmed as follows:

If to the Placement Agent:

WestPark Capital, Inc.

1900 Avenue of the Stars, Suite 310

Los Angeles, CA 90067

Facsimile: (310) 843-9304

Attention: Managing Director

With a copy to (which shall not constitute notice):

Stubbs Alderton & Markiles LLP

15260 Ventura Blvd., 20th Fl

Sherman Oaks, CA 91403

Facsimile: (818) 444-6313

Attention: Scott Galer, Esq.

If to the Company:

3/F., Jin Peng Building

9 Shen Zhou Road

Guangzhou Science City, Guangzhou,

People’s Republic of China

Attention: Xiao Liu

Facsimile:__________________________

With a copy to (which shall not constitute notice):

K&L Gates LLP

10100 Santa Monica Boulevard,

Seventh Floor

Los Angeles, California 90067

Facsimile: (310) 552-5001

Attention: Thomas J. Poletti, Esq.

Any party hereto may change the address for receipt of communications by giving written notice to the others.

Section 7. Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of their respective employees, officers and directors and controlling persons, and to their respective successors, and personal representatives, and no other person will have any right or obligation hereunder. Neither the Company nor the Placement Agent shall be entitled to assign their rights, or delegate their responsibilities, hereunder without the prior written consent of the other party hereto.

Section 8. Partial Unenforceability.

The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

Section 9. Governing Law Provisions.

(a) Governing Law. This agreement shall be governed by and construed in accordance with the internal laws of the state of California applicable to agreements made and to be performed in such state.

(b) Consent to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in Los Angeles County, California, or the courts of the State of California in each case located in Los Angeles County (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Section 10. General Provisions.

This Agreement and the Engagement Letter, as each is informed by the further agreements referenced therein, together constitute the entire agreement of the Placement Agent and the Company with respect to the Offering, and supersede all prior or contemporaneous written or oral agreements, understandings and negotiations with respect to the subject matter hereof. For clarity, it is the parties’ intent that this Agreement supplements and amends the Engagement Letter solely to the extent set forth herein; if a provision of this Agreement and the Engagement Letter are contradictory, this Agreement shall control.

This Agreement may be executed in two or more counterparts (including via facsimile or by emailed document in PDF format), each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

[The remainder of this page has been intentionally left blank. Signature page follows.]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,

WEIXIN INTERNATIONAL CO., LIMITED,

a company organized under the laws of the British Virgin Islands

By:/s/ Zhang Hong Yu_____________

Name: Zhang Hong Yu

Title: Director

SRKP 23, INC.,

a Delaware corporation

By: /s/ Richard Rappaport____________

Name: _Richard Rappaport_________

Title: President

The foregoing Placement Agency Agreement is hereby confirmed and accepted by the Placement Agent as of the date first above written.

WESTPARK CAPITAL, INC.

By: /s/ Richard Rappaport____________

Name: _Richard Rappaport_________

Title: CEO

EXHIBIT A

Purchase Agreement

EXHIBIT B

Share Exchange Agreement

EXHIBIT C

Engagement Letter Executed May 10, 2010

EXHIBIT D

FORM OF LOCK-UP AGREEMENT FOR SHELL STOCKHOLDERS

______________, 2010

China Wesen Recycling Technology, Inc.

3/F., Jin Peng Building

9 Shen Zhou Road

Guangzhou Science City, Guangzhou,

People’s Republic of China

WestPark Capital, Inc.

1900 Avenue of the Stars, Suite 310

Los Angeles, CA 90067

The undersigned is a security holder of China Wesen Recycling Technology, Inc. (formerly known as SRKP 23, Inc. and referred to herein as the “Company”) and hereby delivers this Lock-Up Agreement to the Company. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in that certain Share Exchange Agreement dated November 12, 2010 (the “Share Exchange Agreement”) by and among the Company; Weixin International Co., Limited, a company organized under the laws of the British Virgin Islands; Wei Xin Holding Group Limited, a company organized under the laws of Hong Kong; Gangzhou Kelida Intelligent Equipment Co., Ltd., a company organized under the laws of the People’s Republic of China; Zhaoqing Hua Su Plastic Trading Company, Zhaoqing Chuang Yi Resources Recycle Co., Ltd., Zhaoqing Xin Ye Plastic Co., Ltd, and Zhaoqing Li Jun Craftwork Co., Ltd., each a company organized under the laws of the People’s Republic of China, and all of the shareholders of Weixin International Co., Ltd.

The undersigned recognizes that, as a condition to the Share Exchange and the transactions contemplated therein, it is in the best financial interests of the Company and of the undersigned, as a stockholder of the Company, that the securities of the Company held by the undersigned 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’s Common Stock held by the undersigned or (ii) any interest (including, without limitation, an option to buy or sell) in any such shares of the Company’s 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 such shares of the Company’s Common Stock held by the undersigned 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 the “Lock-Up Restrictions”).

If the aggregate dollar amount of shares sold in the underwritten public offering, including the dollar amount of shares sold in any over-allotment options exercised in connection therewith (the “Public Offering”), that the Company intends to conduct in connection with its application for listing or quotation of the Company's Common Stock on either the New York Stock Exchange, NYSE Amex, NASDAQ Global Market, NASDAQ Capital Market or the OTC Bulletin Board (the “Listing”) is in an amount that is equal to or greater than $5,000,000, the Lock-up Restrictions shall be released in full on the date that is six (6) months from the date of such Listing (the “Listing Date”).

If the aggregate dollar amount of shares sold by the Company in the Public Offering is less than $5,000,000, one-tenth (1/10) of the shares of the Company’s Common Stock held as of the date hereof by the undersigned shall be released from the Lock-Up Restrictions on the date that is ninety (90) days after the Listing Date (the “Initial Release Date”), and the undersigned’s shares will automatically be released from the Lock-Up Restrictions every thirty (30) days after the Initial Release Date on a pro rata basis over the next nine (9) months, 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.

The certificates evidencing the Company Common Stock held by the undersigned shall bear a legend as set forth below (the “Lock-Up Legend”) and such Lock-Up 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 THE COMPANY, 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. UPON SATISFACTION OF THE REQUIREMENTS SET FORTH THEREIN, 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 PAGE FOLLOWS]

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

________________________________________

Printed Name of Holder

Signature:

Date:

Amount of Shares: _________________________

EXHIBIT E

FORM OF LOCK-UP AGREEMENT FOR COMPANY SHAREHOLDER(S) AND DESIGNEES

___________, 2010

WESTPARK CAPITAL, INC.

1900 Avenue of the Stars, Suite 310

Los Angeles, CA 90067

Dear Ladies and Gentlemen:

The undersigned recognizes that, as a condition to the Share Exchange and the transactions contemplated therein, it is in the best financial interests of the Company and of the undersigned, as a stockholder of the Company that the securities of the Company held by the undersigned be subject to certain restrictions and hereby agrees as follows:

As a condition to the Share Exchange Agreement, and in recognition of the benefit that such Share Exchange will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned irrevocably agrees, with each of the recipients identified above, joint and severally, for the benefit of the Company and you, that the undersigned will not publicly announce any intention to, will not allow any affiliate or subsidiary, if applicable, to, and will not itself, without the prior written consent of WestPark Capital, Inc., directly or indirectly, (i) offer, pledge, sell, offer to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any of the shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or such other securities convertible into, or exercisable or exchangeable for, shares of Common Stock (whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the shares of Common Stock or such other securities, in cash or otherwise), in each case, beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) or otherwise controlled by the undersigned on the date hereof or hereafter acquired or otherwise controlled, for a period beginning from the date of listing or quotation of the Company's Common Stock on either the New York Stock Exchange, NYSE Amex, NASDAQ Global Market, NASDAQ Capital Market or the OTC Bulletin Board (the “Listing Date”) and continuing to and including the date twenty-four (24) months after the Listing Date; provided, however, that, if the undersigned is an individual, the undersigned may, without the prior written consent of WestPark Capital, Inc., (i) transfer shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock either during his or her lifetime or, on death, by bona fide gifts, will or intestacy to members of the undersigned’s immediate family or to trusts exclusively for the benefit of members of the undersigned’s immediate family, provided that, prior to any such transfer, such transferee executes an agreement, satisfactory to WestPark Capital, Inc., pursuant to which such transferee agrees to receive and hold such shares subject to the provisions hereof and that there shall be no further transfer except in accordance with the provisions hereof, and (ii) exercise options held in the undersigned's name to purchase shares of Common Stock provided that, any securities obtained upon the exercise of such option will be held subject to the provisions hereof and that there shall be no further transfer of any such securities except in accordance with the provisions hereof. For purposes of this paragraph, “immediate family” shall mean the undersigned’s spouse, lineal descendents, father, mother, brothers or sisters (including any such relatives by adoption).

The undersigned confirms that he, she or it understands that WestPark Capital, Inc. and the Company will rely upon the representations set forth in this agreement as a condition to the Share Exchange. The undersigned agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent against the transfer of Common Stock except in compliance with this agreement. This agreement shall be binding on the undersigned and his, her or its respective successors, heirs, personal representatives and assigns.

Sincerely,

_____________________________________

Signature

_____________________________________

Name

_____________________________________

Title

EXHIBIT F

FORM OF LOCK-UP AGREEMENT FOR COMPANY

November 23, 2010

WESTPARK CAPITAL, INC.

1900 Avenue of the Stars, Suite 310

Los Angeles, CA 90067

Dear Ladies and Gentlemen:

The undersigned, SRKP 23, Inc., a Delaware corporation (referred to herein as the “Company”), hereby delivers this Lock-Up Agreement to WestPark Capital, Inc. (“WestPark” or “you”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in that certain Placement Agency Agreement dated November 23, 2010 (the “Placement Agency Agreement”) by and among the Company, Weixin International Co., Limited, a company organized under the laws of the British Virgin Islands, and WestPark.

As a condition to the Placement Agency Agreement, and in recognition of the benefit that the Offering will confer upon the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned irrevocably covenants and agrees that except as expressly contemplated by the Share Exchange and the Offering, it will not, directly or indirectly, (a) offer, pledge, sell, offer to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any of the shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock, or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or such other securities convertible into, or exercisable or exchangeable for, shares of Common Stock (whether any such transaction described in clause (a) or (b) above is to be settled by delivery of the shares of Common Stock or such other securities, in cash or otherwise), other than repurchases at cost or without cost pursuant to the terms of the Company’s option and restricted stock purchase agreements, in each case, beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) or otherwise controlled by the Company on the date hereof or hereafter acquired or otherwise controlled, for a period beginning from the date of listing or quotation of the Company's Common Stock on either the New York Stock Exchange, NYSE Amex, NASDAQ Global Market, NASDAQ Capital Market or the OTC Bulletin Board (the “Listing Date”) and continuing to and including the date eighteen (18) months after the Listing Date, without the prior written consent of WestPark; provided, however, that the Company may, without the prior written consent of WestPark, issue equity awards to employees of the Company pursuant to equity incentive plans approved by the board of directors and shareholders of the Company (provided that such grants do not exceed 7% of the outstanding shares, which includes the issuance of the shares issued in connection with the Offering).

The Company confirms that it understands that WestPark Capital, Inc. will rely upon the representations set forth in this agreement as a condition to the Placement Agency Agreement. This agreement shall be binding on the undersigned and its successors, heirs, personal representatives and assigns.

Sincerely,

SRKP 23, INC.,

a Delaware corporation

By:

Name: _______________________________

Title:

RATIFIED, ACCEPTED & AGREED:

CHINA WESEN RECYCLING TECHNOLOGY, INC.,

a Delaware corporation

By:

Name: Xiao Liu

Title: Chief Executive Officer

Date: November 23, 2010

SRKP 23 Inc - FORM 8-K - EX-10.1 - December 22, 2010

Attached files

SRKP 23 Inc Reports