AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION
AMENDMENT
NO. 1 TO
AMENDED
AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION
This
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION
(this “Amendment No.
1”) is entered into as of December 9, 2010 by and among GSME
Acquisition Partners I (“GSME”), GSME Acquisition Partners I Sub Limited (“GSME
Sub”), Plastec International Holdings Limited (“Plastec”), Sun Yip Industrial
Company Limited (BVI), Tiger Power Industries Limited (BVI), Expert Rank Limited
(BVI), Fine Colour Limited (BVI), Cathay Plastic Limited (BVI), Greatest Sino
Holdings Limited (BVI), Colourful Asia International Limited (BVI) and Top
Universe Management Limited (BVI). Capitalized terms not otherwise
defined herein shall have the meaning given to such terms in the Merger
Agreement (as defined below).
WHEREAS,
the parties entered into that certain Amended and Restated Agreement and
Plan of Reorganization dated as of September 13, 2010 (the “Merger Agreement”)
providing for the merger of GSME Sub with and into Plastec with Plastec
surviving as a wholly owned subsidiary of GSME; and
WHEREAS,
in accordance with Section 11.11 of the Merger Agreement, the parties wish to
amend certain terms and provisions of the Merger Agreement.
NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. The
following new Section 6.27 is hereby added immediately after existing Section
6.26:
“6.27 GSME Escrow
Agreement. If at Closing, the Trust Fund contains less than
thirty million dollars ($30,000,000) after taking into account all payments to
shareholders of GSME who elect to have their shares converted to cash in
accordance with the provisions of GSME’s Charter Documents and any disbursements
made pursuant to Section 6.18, each of GSME, MCK Capital Co., Limited, Xxx X.
Xxxxx, Xxxxxxxx X. Xxxxx (collectively, the “Initial
Shareholders”), Continental and Xxxxx & Company Securities, LLC will
enter into an amendment (the “Escrow Amendment”) to
that certain Stock Escrow Agreement (the “GSME Escrow
Agreement”), dated as of November 19, 2009, among such parties
substantially in the form of Exhibit I such that
(i) a portion of the Escrow Shares (as defined in the GSME Escrow Agreement)
held in escrow pursuant to the GSME Escrow Agreement shall be subject to
additional restrictions regarding the disbursement of such Escrow Shares (“Share Restrictions”)
and (ii) a portion of the three million six hundred thousand (3,600,000) Insider
Warrants (as defined in the Escrow Amendment) held by the Initial Shareholders
shall be made subject to the GSME Escrow Agreement and be subject to
disbursement restrictions (“Warrant Restrictions”
and together with the Share Restrictions, the “Restrictions”). The
Initial Shareholders shall use their best efforts to raise the full Target
Amount on behalf of the Company in one or more Equity Financings on or before
the Required Financing Date (as such terms are defined in the Escrow Amendment);
provided, however, that any
Equity Financing shall require the unanimous approval of the Board of Directors
of GSME.
2. Article
X is hereby amended to include the following cross references:
|
““Automatic
Restriction Release”
|
Section
6.27”
|
|
|
““Escrow
Amendment”
|
Section
6.27”
|
|
|
““GSME
Escrow Agreement”
|
Section
6.27”
|
|
|
““Initial
Shareholders”
|
Section
6.27”
|
|
|
““Restrictions”
|
Section
6.27”
|
|
|
““Share
Restrictions”
|
Section
6.27”
|
|
|
““Warrant
Restrictions”
|
|
Section
6.27”
|
3. Except
as specifically provided in this Amendment No. 1, no provision of the Merger
Agreement is modified, changed, waived, discharged or otherwise terminated and
the Merger Agreement shall continue to be in full force and
effect. This Amendment No. 1 constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all other
prior agreements and understandings, both written and oral, between the parties
with respect to the subject matter hereof. This Amendment No. 1 may
be executed and delivered (including by facsimile) in several counterparts, each
of which shall constitute an original and all of which, when taken together,
shall constitute one agreement.
[Remainder of Page Left Blank
Intentionally]
2
IN WITNESS WHEREOF, this Amendment No.
1 has been duly executed and delivered by the duly authorized officers of the
parties as of the date first written above.
|
By:
|
/s/ Xxx X. Xxxxx
|
|
|
Name:
Xxx X. Xxxxx
|
||
|
Title:
|
||
|
LIMITED
|
||
|
By:
|
/s/ Xxx X. Xxxxx
|
|
|
Name:
Xxx X. Xxxxx
|
||
|
Title:
|
||
|
PLASTEC
INTERNATIONAL
|
||
|
HOLDINGS
LIMITED
|
||
|
By:
|
/s/ Sze-To Kin Sun
|
|
|
Name:
Sze-To Kin Sun
|
||
|
Title:
|
||
|
SUN
YIP INDUSTRIAL COMPANY
|
||
|
LIMITED
(BVI)
|
||
|
By:
|
/s/ Sze-To Kin Sun
|
|
|
Name:
Sze-To Kin Sun
|
||
|
Title:
|
||
|
TIGER
POWER INDUSTRIES LIMITED (BVI)
|
||
|
By:
|
/s/ Sze-To Kin Sun
|
|
|
Name:
Sze-To Kin Sun
|
||
|
Title:
|
||
3
|
EXPERT
RANK LIMITED (BVI)
|
||
|
By:
|
/s/ Ning Ho Xxxxx
|
|
|
Name:
Ning Ho Xxxxx
|
||
|
Title:
|
||
|
FINE
COLOUR LIMITED (BVI)
|
||
|
By:
|
/s/ Tan Xxxx Xxxx
|
|
|
Name:
Tan Xxxx Xxxx
|
||
|
Title:
|
||
|
CATHAY
PLASTIC LIMITED (BVI)
|
||
|
By:
|
/s/ Xxxxx Xxxx Xxxxx
Xxxxxxx
|
|
|
Name:
Xxxxx Xxxx Xxxxx Xxxxxxx
|
||
|
Title:
|
||
|
GREATEST
SINO HOLDINGS LIMITED (BVI)
|
||
|
By:
|
/s/ Xxxx Xxx Xxxx
|
|
|
Name:
Xxxx Xxx Xxxx
|
||
|
Title:
|
||
|
COLOURFUL
ASIA INTERNATIONAL
|
||
|
LIMITED
(BVI)
|
||
|
By:
|
/s/ Xxx Xxx Xxxx Xxxxx
|
|
|
Name:
Xxx Xxx Xxxx Xxxxx
|
||
|
Title:
|
||
4
|
TOP
UNIVERSE MANAGEMENT LIMITED
|
||
|
(BVI)
|
||
|
By:
|
/s/ Xxxx Xxxx Wa
|
|
|
Name:
Xxxx Xxxx Wa
|
||
|
Title:
|
||
5
