SUBSCRIPTION AGREEMENT
This subscription agreement (this
“ Subscription Agreement ”) is dated October 2,
2009, by and between the investor identified on the signature page
hereto (“ Investor ”), and China Ritar Power
Corp., a Nevada corporation (the “ Company ”),
whereby the parties agree as follows:
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Investor agrees to buy and the Company agrees to
sell and issue to Investor such number of shares of the
Company’s common stock, $0.001 par value per share (the
“ Common Stock ”), set forth on the signature
page hereto for the aggregate purchase price set forth on the
signature page hereto (the “ Purchase Price
”). The shares of Common Stock to be issued to
Investor are hereinafter referred to as the “ Shares
”.
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The Shares have been registered on a Form S-3,
File No. 333-161281, which registration statement (the “
Registration Statement ”) has been declared effective
by the Securities and Exchange Commission, has remained effective
since such date and is effective on the date hereof. The
Shares are being issued in connection with an offering (the “
Offering ”) described in a Prospectus Supplement dated
October 5, 2009, along with the Base Prospectus dated August 21,
2009, which has been delivered to the Investor (collectively, the
“ Prospectus ”).
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On October 8, 2009 (the “ Closing
Date ”), in accordance with Rule 15c6-1 promulgated under
the Securities Exchange Act of 1934, as amended, and subject to the
satisfaction or waiver of all of the closing conditions set forth
in the Placement Agency Agreement (the “ Placement
Agreement ”), dated October 2, 2009, by and among the
Company and the placement agent named therein (the “
Placement Agent ”), the Placement Agent will disburse,
or cause to be disbursed, to the Company an amount equal to the
Purchase Price for such Shares, less its commissions and
reimbursable expenses. Upon receipt of such disbursement
by the Company and the Placement Agent, the Company shall
immediately cause the Shares to be delivered directly to Investor.
The transfer of the Shares shall be made through the facilities of
The Depository Trust Company’s DWAC system in accordance with
the instructions set forth on the signature page attached hereto
under the heading “DWAC Instructions.”
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2.
Company Representations and Warranties . The
Placement Agreement contains representations, warranties, covenants
and agreements of the Company that may be relied upon by the
Investor, which shall be a third party beneficiary of the
representations and warranties contained therein. The
Company confirms that neither it nor any other person acting on its
behalf has provided the Investor or their agents or counsel with
any information that constitutes or could reasonably be expected to
constitute material, nonpublic information, except as will be
disclosed in the Prospectus and the Company’s press release
and Form 8-K filed with the Commission in connection with the
Offering. The Company understands and confirms that the
Investor will rely on the foregoing in effecting transactions in
securities of the Company. In addition to and without
limiting the foregoing, the Company represents and warrants that:
(a) it has full right, power and authority to enter into this
Subscription Agreement and to perform all of its obligations
hereunder; (b) this Subscription Agreement has been duly authorized
and executed by and constitutes a valid and binding agreement of
the Company enforceable in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights and
remedies of creditors generally; (c) the execution and delivery of
this Subscription Agreement and the consummation of the
transactions contemplated hereby do not conflict with or result in
a breach of (i) the Company’s articles of incorporation or
by-laws, or (ii) any material agreement or any law or regulation to
which the Company is a party or by which any of its property or
assets is bound; (d) the Shares have been duly authorized for sale
and issuance, and when issued and delivered, will be validly
issued, fully paid and nonassessable; (e) the Registration
Statement and any post-effective amendment thereto filed pursuant
to the Securities Act of 1933, as amended (the “
Securities Act ”), at the time it became effective,
did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading; (f) the Prospectus did
not contain as of its respective date, and as of the date hereof
does not contain, and on the Closing Date will not contain, any
untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading; and
(g) all preemptive rights or rights of first refusal held by
stockholders of the Company and applicable to the transactions
contemplated hereby, if any, have been duly satisfied or waived in
accordance w
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