On February 17, 2011, Sen Yu International Holdings, Inc. entered into a subscription agreement with a non-U.S. investor called D.D Investment Co., Limited, a Marshall Islands corporation, pursuant to which the Company sold an aggregate of 1,383,700 shares of the Company’s common stock at $2.20 per share for total gross proceeds of $3,044,140 (the “February 2011 Private Placement”).
The Investor also received a common stock purchase warrant exercisable for three years to purchase 1,106,960 shares of Common Stock at $2.64 per share. The Warrant may only be exercised in cash and the exercise price of the Warrant is subject to adjustment for stock splits, stock dividends, recapitalizations and the like. The Investor is entitled to piggy-back registration rights with respect to the Shares and shares underlying the Warrant. No placement agent was utilized in connection with the February 2011 Private Placement. The issuance of the Shares and Warrant was made in reliance on the exemption from registration provided by Regulation S of the Securities Act of 1933, as amended, as an offshore transaction involving non-U.S. persons.
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