Amendments to Subscription Agreement. A. Section 1(f) of the Subscription Agreement is hereby amended and restated in its entirety as follows: “Notwithstanding anything to the contrary in the Shareholders’ Agreement or the Charter, except in connection with an Approved Sale (as defined in the Charter) and except as otherwise consented to by the Issuer, (a) from the date hereof through the consummation of the first underwritten public offering by the Issuer registered under the Securities Act after May 17, 2012 (the “IPO”), the Purchaser shall not, and each of its respective transferees and any subsequent transferees shall not, directly or indirectly, transfer, sell, assign or otherwise dispose of any interest in any Issued Shares to any Competitor, and each transferee of any Issued Shares shall, concurrent with and as a condition precedent to, any transfer of Issued Shares, execute and deliver to the Issuer a joinder agreement to this Section 1(f), and (b) at any time following the consummation of the IPO, the Purchaser shall not, and each of its respective transferees and any subsequent transferees shall not, directly or indirectly, transfer, sell, assign or otherwise dispose of any interest in any Issued Shares to any person known by the Purchaser, each of its respective transferees and any subsequent transferees, as the case may be, to be a Competitor.”
B. Section 3(e) of the Subscription Agreement is hereby amended by deleting the first paragraph thereof in its entirety and replacing it as follows:
Amendments to Subscription Agreement. (A) The following Definitions in Section 1.1. are amended in its entirety to read as follows:
Amendments to Subscription Agreement. 1. Section B.2 of the Subscription Agreement is amended and restated in its entirety as follows:
Amendments to Subscription Agreement. The parties hereby agree that the Subscription Agreement is to be amended as follows:
A. The parties hereby agree that the term “common stock” shall be amended to mean “ordinary shares”.
B. The opening paragraph of the Subscription Agreement is hereby amended and restated in its entirety as follows: “This agreement (the “Agreement”) is entered into on October 16, 2023 by and between Black Hawk Management LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Black Hawk Acquisition Corporation, a Cayman corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,725,000 Class B ordinary shares, $0.0145 par value per ordinary share, up to 225,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of Class A ordinary shares and other rights (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”) (herein referred to as the “Shares”). The Company and the Subscriber’s agreements regarding such Shares are as follows:”
Amendments to Subscription Agreement. 1. The legend set forth in Section D.1.(d) of the Agreement is amended and restated as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, OFFERED OR SOLD EXCEPT (A) IN COMPLIANCE WITH THE PROVISIONS OF A CERTAIN SUBSCRIPTION AGREEMENT AND A CERTAIN SHAREHOLDERS AGREEMENT AND (B) PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (B)(2) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF WACHTELL, LIPTON, ROSEN & KATZ, OR SUCH OTHER COUNSEL AS IS REASONABLY SATISFAXXXXX TO XXXH CAPITAL GROUP LTD., TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE."
2. The representations and warranties made by the Company in the Agreement shall be deemed made also as of the Closing Date (except that representations and warranties made as of another date shall be true and accurate as of such other date).
3. The definitions of "Estimated Per Share Price" and "Per Share Price" in Schedule A are amended to substitute "as of the close of business on the third business day preceding the Closing Date" for "as of the business day immediately preceding the Closing Date". It is understood that for purposes of the Mark to Market Procedures, and any adjustments based on those proceduxxx, the close of business on the third business day preceding the Closing Date should be used (including, without limitation, for purposes of Section B.1(a) and B.1(c)(iii) of the Agreement) rather than the day prior to the Closing Date, or the Closing Date.
Amendments to Subscription Agreement. The Subscription Agreement is hereby amended as follows:
(a) Subsection 4.1(j) is hereby deleted in its entirety and replaced with: “Closing shall have occurred on or before November 30, 2007; and”
(b) Subsection 4.2(c) is hereby deleted in its entirety and replaced with: “Closing shall have occurred on or before November 30, 2007.”
(c) The following is added to the Subscription Agreement as a new section 3.3:
Amendments to Subscription Agreement. 1.1 Subsection 1.3 of the BG Sub Agreement shall be deleted in its entirety and replaced as follows: “Upon vesting, each Series B Warrant will entitle the Subscriber to purchase one share of the Company’s common stock at a purchase price of $1.50 per share during the period (the “Series B Exercise Period”) beginning on the date they vest (the “Series B Vesting Date”) and expiring on the first anniversary of the Series B Vesting Date (the “Series B Expiration Date”). The Series B Vesting Date shall be the date upon which the last of the 5,000,000 Series A Warrants issued, in the aggregate, to the group of investors comprised of the Subscriber, Xxxxx Xxxxxx, Xxxxxxx X. Xxxxx and Xxxxxx Xxxxx (collectively, the “Investor Group”) is exercised; provided, however, that if the Investor Group does not exercise all 5,000,000 of the Series A Warrants issued to them prior to the expiration of the Series A Exercise Period, none of the Series B Warrants, the Series C Warrants or the Series D Warrants shall vest and all of them shall become void and be of no further force or effect from and after December 31, 2006 at 5:00 p.m., Pacific Standard Time.”
1.2 Subsection 1.7 of the BG Sub Agreement shall be deleted in its entirety
1.3 Subsection 3.3 of the BG Sub Agreement shall be deleted in is entirety and replaced as follows: “At a meeting (the “Meeting”) of the stockholders of the Company following the Closing (as hereinafter defined), the Company shall ask the shareholders to consider and vote upon (on a majority of the minority basis) an amendment to the Company’s Articles to designate rights and restrictions for a new class of variable multiple voting shares of the Company (the “Variable Voting Shares”) that would give to the holder a variable multiple voting right and effect the intent described in this Section Error! Reference source not found., below. If this resolution is approved by the shareholders of the Company, then the number of common shares into which the Subscriber shall be entitled to convert all of the Class B Preferred Shares of the Company now owned by it (the “Class B Shares”), pursuant to the rights and restrictions attached to the Class B Shares, shall be fixed at 8,000,000 common shares of the Company (the “Conversion Shares”). Upon the Subscriber’s conversion of the whole of the Class B Shares, the Company shall issue, in addition to the Conversion Shares, such number of Variable Voting Shares as shall, at the time the whole of the Class B Shares...
Amendments to Subscription Agreement. 2.1 Each of the parties to this Amendment agrees that, with effect on and from the Amendment Date, the Subscription Agreement will be amended by this Amendment as set out in this Section 2.
Amendments to Subscription Agreement. 2.1 The parties agree that the Subscription Agreement is amended as follows:
(a) in clause 4.1(b)(i)(B) of the Subscription Agreement, “USD240,000,000” shall be substituted by “USD275,000,000”;
(b) in clause 8.2(e) of the Subscription Agreement, “USD240,000,000” shall be substituted by “USD275,000,000”; and
(c) in clause 8.3(j) of the Subscription Agreement, “USD360,000,000” shall be substituted by “USD412,500,000”.
2.2 Each of the parties repeats, on the date of this Agreement, the warranties given by it in clause 8 of the Subscription Agreement (as amended by this Agreement) as if references therein to “this Agreement” were references to this Agreement.
Amendments to Subscription Agreement
