AMENDMENT TO SHAREHOLDERS AGREEMENT
Exhibit 4.7
AMENDMENT TO SHAREHOLDERS AGREEMENT
THIS AMENDMENT TO THE SHAREHOLDERS AGREEMENT (this “Amendment”) is entered into as of August 12, 2015, by and among:
1. | InnoLight Technology Corporation (the “Company”); |
2. | GC I, LP; |
3. | Lightspeed China Partners I, L.P.; |
4. | Lightspeed China Partners I-A, L.P.; |
5. | Octagon Pioneer Option Ltd.; and |
6. | Great Link Global Limited. |
Each of the parties to this Amendment is referred to herein individually as a “Party” and collectively as the “Parties.” GC I, LP, Lightspeed China Partners I, L.P. and Lightspeed China Partners I-A, L.P. are referred to herein collectively as “Series C Preferred Shareholders.” Capitalized terms used but not defined herein shall have the meanings set forth in the shareholders agreement, dated September 26, 2014, entered into by and among the Company, the Series C Preferred Shareholders, the Company’s other then existing shareholders and certain other parties (the “Agreement”).
RECITALS
WHEREAS,
1. Glory Castle Holdings Limited has transferred to Octagon Pioneer Option Ltd. 179,242 ordinary shares of the Company on May 25, 2015 and 500,000 series A-1 preferred shares of the Company on the date hereof, and to Great Link Global Limited 420,758 series A-1 preferred shares of the Company on the date hereof; and
2. in connection with the foregoing share transfers, Octagon Pioneer Option Ltd. has become a holder of ordinary shares and series A-1 preferred shares of the Company, and Great Link Global Limited has become a holder of series A-1 preferred shares of the Company.
THEREFORE, the Parties hereto desire to amend certain terms of the Agreement in accordance with Section 5.2 thereof.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
SECTION 1 AMENDMENTS
(1) | Schedule A-2 to the Agreement shall be amended as follows: |
Ordinary Shareholders
Glory Castle Holdings Limited
Osa Xxx
Xxx-xxx Xxx
Xxx-Long Xxxxxxx Xxx
Xxxxx Xx
Xxxxx Xxxxx Kung
ITC Vision Ltd.
ITC Bright Ltd.
Octagon Pioneer Option Ltd.
(2) | Schedule A-4 to the Agreement shall be amended as follows: |
Series A-1 Preferred Shareholders
Glory Castle Holdings Limited
Cascade Capital Management LLC
Hsing Hsien Kung
Xxxxx Xxx Qu Limited
Qianrong Capital Limited
Guofa Rongfu Capital Investment (Hong Kong ) Limited
Selected Partners Limited
Refele Investment Holdings Limited
ITC Vision Ltd.
Octagon Pioneer Option Ltd.
Great Link Global Limited
SECTION 2 EFFECT OF AMENDMENTS
This Amendment shall be deemed incorporated into, and form a part of, the Agreement and have the same legal validity and effect as the Agreement.
Except as expressly amended hereby, all terms and provisions of the Agreement are and shall remain in full force and effect, and all references to the Agreement shall hereafter refer to the Agreement as amended by this Amendment, and as it may hereafter be further amended or restated.
SECTION 3 MISCELLANEOUS
Section 10.3 (Governing Law) and Section 10.12 (Dispute Resolution) of the Agreement are hereby incorporated herein mutatis mutandis.
This Amendment may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to each other Party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
Company: | ||
InnoLight Technology Corporation | ||
By: | /s/: Xxxxx Xxx | |
Name: | Xxxxx Xxx | |
Title: | Director |
[Signature Page to Amendment to Shareholders Agreement]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
GC I, LP | ||
By: | ||
GC I, GP, its general partner | ||
By: | /s/: Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: | General Partner |
[Signature Page to Amendment to Shareholders Agreement]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
LIGHTSPEED CHINA PARTNERS I, L.P. | ||
By: | Lightspeed China Partners I GP, LLC, | |
its general partner | ||
By: | /s/: Xxxxx Mi | |
Name: | Xxxxx Mi | |
Title: | Managing Director | |
LIGHTSPEED CHINA PARTNERS I-A, L.P. | ||
By: | Lightspeed China Partners I GP, LLC, | |
its general partner | ||
By: | /s/: Xxxxx Mi | |
Name: | Xxxxx Mi | |
Title: | Managing Director |
[Signature Page to Amendment to Shareholders Agreement]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
Octagon Pioneer Option Ltd.: | ||
By: | /s/: Xxxxxx Xxx | |
Name: | Xxxxxx Xxx | |
Title: | Sole Director |
[Signature Page to Amendment to Shareholders Agreement]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
Great Link Global Limited: | ||
By: | /s/: Junjiang Liu | |
Name: | Junjiang Liu | |
Title: | Sole Director |
[Signature Page to Amendment to Shareholders Agreement]