SLP Noble Holdings Ltd. PO Box 309, Ugland House Grand Cayman KY1 -1104 Cayman Islands
Exhibit 4.11
SLP Noble Holdings Ltd.
PO Box 309, Xxxxxx House
Grand Cayman
KY1 -1104
Cayman Islands
PO Box 309, Xxxxxx House
Grand Cayman
KY1 -1104
Cayman Islands
Nobao Renewable Energy Holdings Limited
Building 0, Xx. 000 Xxxxxx Xxxx
Xxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxx
Fax: 00-00-0000-0000
Building 0, Xx. 000 Xxxxxx Xxxx
Xxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxx
Fax: 00-00-0000-0000
May 16, 2011
Re: Waiver of Series A-1 Third Tranche Option
Dear Mr. Xxxx Xxxx,
Reference is made to the Series A-1 Senior Preferred Share Purchase Agreement, dated as of
October 16, 2010 (as amended by the Amendment to Series A-1 Senior Preferred Share Purchase
Agreement, dated as of May 6, 2011 (the “Agreement”), by and among (i) NOBAO RENEWABLE ENERGY
HOLDINGS LIMITED, an exempted company incorporated with limited liability under the Laws of the
Cayman Islands (the “Company”), (ii) SLP NOBLE HOLDINGS LTD, an exempted company incorporated with
limited liability under the laws of Cayman Islands (the “Investor”), (iii) XXXX XXXX XXX, a citizen
of Hong Kong with the Hong Kong passport No. of XX0000000 and XXx XXXX INVESTMENTS LIMITED, a
company duly organized and validly existing under the laws of the British Virgin Islands and wholly
owned by Xx. Xxxx Xxxx Xxx, (iv) NUOXIN ENERGY TECHNOLOGY (SHANGHAI) CO., LTD., a wholly foreign
owned enterprise duly organized and validly existing under the Laws of the PRC and (v) JIANGXI
NOBAO ELECTRONICS CO., LTD., a wholly foreign owned enterprise duly organized and validly existing
under the Laws of the PRC. Capitalized terms used herein and not otherwise defined shall have the
meanings provided in the Agreement.
If the Company’s initial public offering in the United States as described in the Form F-1
registration statement filed with the U.S. Securities and Exchange Commission (the “IPO”) occurs on
or prior to July 15, 2011, the Investor hereby waives its Series A-1 Third Tranche Option in its
entirety. If the IPO does not occur within such time, the Investor shall remain entitled to
exercise its Series A-1 Third Tranche Option in accordance with Sections 2.2(iii),
(iv) and (vi) of the Agreement.
* * * * *
Very truly yours, Signed for and on behalf of SLP NOBLE HOLDINGS LTD |
||||
By: | /s/ Xxxx (Xxx) Xxxx | |||
Name: | Xxxx (Xun) Xxxx | |||
Title: | Director | |||
Acknowledged and agreed by:
NOBAO RENEWABLE ENERGY HOLDINGS LIMITED
By: | /s/ XXXX Xxxx | |||
Name: | XXXX Xxxx | |||
Title: | Director | |||
Signature Page to Third Tranche Option Waiver