Amendment to Subscription Agreement. Section 3.1 of the Subscription Agreement is hereby amended by deleting the phrase “1,312,500 Shares” in its entirety and by substituting in lieu thereof the phrase “1,218,750 Shares”.
Amendment to Subscription Agreement. Section 3.1 of the Subscription Agreement is hereby deleted in its entirety and replaced with a new Section 3.1 to read as follows:
Amendment to Subscription Agreement. Section 3.1 of the Subscription Agreement is hereby amended and restated in its entirety as follows:
Amendment to Subscription Agreement. Effective as of the date of this Amendment, Section 5 of the Subscription Agreement is hereby amended by inserting following clause as paragraph (p):
Amendment to Subscription Agreement. (a) The Subscription Agreement shall be deemed to have been amended by this Agreement solely (i) to replace the Schedule of Purchasers attached thereto as Exhibit A with the Amended Schedule of Purchasers to reflect the assignment and assumption effected hereby, (ii) to provide for the issuance and sale of the Shares of Series C Preferred and Series C Warrants to Assignee as provided in Section 2 above, (iii) to deem Assignee to be a "Purchaser" thereunder, and (iv) as provided in Section 3(b) below. The Company undertakes no obligation to update its representations and warranties contained in the Subscription Agreement, which speak only as of the date on which they were originally made (i.e., February 20, 1998).
(b) Section 7.3 of the Subscription Agreement is hereby amended to read in its entirety as follows: "Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto, provided, however, that the obligations of a Purchaser to purchase Shares and Series C Warrants shall not be assignable without the prior written consent of the Company."
(c) Except as set forth in the first sentence of this Section 3, this Agreement shall not amend or modify any provision of the Subscription Agreement, which shall remain in full force and effect as amended hereby. 4.
Amendment to Subscription Agreement.
(a) Section 6. Clause (c) of the first sentence of Section 6 of the Subscription Agreement is hereby amended and restated in its entirety to read as follows: “by written notice from Subscriber given any time on or after March 9, 2024, if the Closing has not occurred by such date and the terminating party’s breach was not the primary reason the Closing failed to occur by such date, (the termination events described in clauses (a)–(c) above, collectively, the “Termination Events”); provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination or common law intentional fraud in the making of any representation or warranty hereunder, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach or fraud.”
Amendment to Subscription Agreement. (a) Section 1(j) of the Subscription Agreement is hereby amended and restated and is further replaced and superseded in its entirety by the following Section (j) (the “Subscription Amendment”):
(j) The lead Participant in the Offering, Yao Hang Finance (Hong Kong) Limited (the “Lead Investor”), shall (a) wire US$10,000,000 to an account designated by the Company (the “Wire”); and (b) enter into the Promissory Note attached hereto as Exhibit D (the “Promissory Note”), for its purchase of 6,666,667 Shares and Warrants exercisable for an aggregate of 2,000,001 Warrant Shares. The Shares and Warrants shall be issued and granted, respectively, upon the payment by the Lead Investor of the Wire and delivery of the executed Promissory Note, provided that until the Promissory Note is paid in full, 3,333,333 of the Shares (the “Escrow Shares”) and Warrants exercisable for 999,999 Warrant Shares (one-half of each of the Warrants to purchase shares of common stock at $3.75, $4.50 and $5.25 per share, the “Escrow Warrants”), shall be held in escrow by the Company (or its Transfer Agent or legal counsel) and the Lead Investor shall be prohibited from (A)(i) selling, transferring, encumbering, hypothecating, pledging, assigning or otherwise disposing of any of the Escrow Shares or Escrow Warrants, or (ii) entering into any contract, option or other legally binding undertaking providing for any transaction provided in (i) (each a “Transaction”) and from (B) exercising the Escrow Warrants, until such time as the Promissory Note is paid in full. [Upon approval by the Company, other participants in the Offering may also enter into a Promissory Note in the form attached hereto as Exhibit D for their purchase of Shares and Warrants issuable in the Offering. The Shares and Warrants shall be issued and granted, respectively, upon delivery of an executed Promissory Note from such participants, provided that until a participant’s Promissory Note is paid in full, all corresponding Escrow Shares and Escrow Warrants shall be held in escrow by the Company (or its Transfer Agent or legal counsel) and the participant shall be prohibited from a Transaction and from (B) exercising the Escrow Warrants, until such time as the Promissory Note is paid in full.]”
(b) A new Exhibit D in the form of Exhibit A hereto is hereby added to the Subscription Agreement (the “Promissory Note”).
Amendment to Subscription Agreement. Effective as of the Effective Date, the Subscription Agreement shall be deemed amended as necessary to reflect the Contribution. Other than as amended by the terms hereof, the Subscription Agreement shall remain in full force and effect.
Amendment to Subscription Agreement. The fourth recital in the Subscription Agreement is hereby amended and restated in its entirety as follows:
Amendment to Subscription Agreement. The parties agree to amend the Subscription Agreement by deleting the words “as a result of Newco’s lack of available earnings and profits,” from Section 8.01(a).
