AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT
NO. 1
TO
This
Amendment No.1 to the Registration Rights Agreement (this “Amendment”) is made
and entered into as of December 16, 2010, by and among GSME Acquisition Partners
I., a Cayman Islands company (“GSME”), and the undersigned parties listed under
Investor on the signature page to this Amendment (the “Investors” and, together
with GSME, the “Parties”).
RECITALS
WHEREAS, the Parties entered
into a Registration Rights Agreement dated as of November 19, 2009 (the “Registration
Rights Agreement”);
WHEREAS, the Parties wish to
clarify that certain rights granted to the Investors under the Registration
Rights Agreement do not conflict with rights subsequently granted by GSME to
certain of its shareholders (“New
Investors”) in connection with the consummation of that certain Amended
and Restated Agreement and Plan of Reorganization, dated as of September 13,
2010, as amended on December 9, 2010, among GSME, GSME Acquisition Partners I
Sub Limited, Plastec International Holdings Limited and the New
Investors;
WHEREAS, pursuant to Section
6.7 of the Registration Rights Agreement, no amendment of the Registration
Rights Agreement will be effective unless in writing signed by Parent and the
Investors; and
WHEREAS, the Parties wish to
amend the Registration Rights Agreement as set forth herein.
NOW, THEREFORE, in
consideration of the foregoing premises and the mutual representations,
warranties and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties, intending to be legally bound, agree as follows:
1.
Section 1 of the Registration Rights Agreement is hereby
amended by adding the following definitions:
“New
Registrable Securities” means the Registrable Securities covered by the
New Registration Rights Agreement.
“New
Registration Rights Agreement” means that certain Registration Rights
Agreement dated December 16, 2010 by and among the Company and the investors
identified therein.
2.
Section 2.1.4 of the Registration Rights Agreement
is hereby amended by replacing it in its entirety with following:
Reduction of
Offering. If (x) the managing Underwriter or Underwriters for a Demand
Registration that is to be an underwritten offering advises the Company and the
Demanding Holders in writing that the dollar amount or number of shares of
Registrable Securities which the Demanding Holders desire to sell, taken
together with all other Ordinary Shares or other securities which the Company
desires to sell and the Ordinary Shares, if any, as to which registration has
been requested pursuant to written contractual piggy-back registration rights
held by other shareholders of the Company who desire to sell, exceeds the
maximum dollar amount or maximum number of shares that can be sold in such
offering without adversely affecting the proposed offering price, the timing,
the distribution method, or the probability of success of such offering or (y)
the Staff of the Commission does not permit all of the Registrable Securities
requested by the Demanding Holders, taken together with all other Ordinary
Shares or other securities which the Company desires to sell and the Ordinary
Shares, if any, as to which registration has been requested pursuant to written
contractual piggy-back registration rights held by other shareholders of the
Company who desire to sell, to be included in the Registration Statement filed
for a Demand Registration (the maximum dollar amount or maximum number of
shares, as applicable, that can be sold or registered in the Demand Registration
are referred to herein as the “Maximum Number of
Shares”), then the Company shall include in such registration: (i) first,
the Registrable Securities as to which Demand Registration has been requested by
the Demanding Holders and the Ordinary Shares or other securities, if any,
comprised of New Registrable Securities as to which registration has been
requested pursuant to the applicable piggy-back rights contained in the New
Registration Rights Agreement (pro rata in accordance with the number of shares
which each such person has requested be included in such registration,
regardless of the number of shares held by each such person (such proportion,
“Pro Rata”))
that can be sold without exceeding the Maximum Number of Shares; (ii) second, to
the extent that the Maximum Number of Shares has not been reached under the
foregoing clause (i), the Ordinary Shares or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of Shares;
(iii) third, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other
securities registrable pursuant to the terms of the Unit Purchase Option to be
issued to Xxxxx & Company Securities, LLC (“Xxxxx & Company”)
or its designees in connection with the Company’s initial public offering on
November 25, 2009 (the “Unit Purchase Option”
and such registrable securities, the “Option Securities”)
as to which "piggy-back" registration has been requested by the holders thereof,
Pro Rata, that can be sold without exceeding the Maximum Number of Shares; (iv)
fourth, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares
or other securities for the account of other persons that the Company is
obligated to register pursuant to written contractual arrangements with such
persons and that can be sold without exceeding the Maximum Number of Shares; and
(iv) fifth, to the extent that the Maximum Number of Shares have not been
reached under the foregoing clauses (i), (ii), (iii) and (iv), the Ordinary
Shares or other securities that other security holders desire to sell that can
be sold without exceeding the Maximum Number of Shares.
3.
Section 2.2.2 of the Registration Rights
Agreement is hereby amended by replacing it in its entirety with the
following:
Reduction of
Offering. If (x) the managing Underwriter or Underwriters for a
Piggy-Back Registration that is to be an underwritten offering advises the
Company and the holders of Registrable Securities in writing that the dollar
amount or number of Ordinary Shares which the Company desires to sell, taken
together with Ordinary Shares, if any, as to which registration has been
demanded pursuant to written contractual arrangements with persons other than
the holders of Registrable Securities hereunder, the Registrable Securities as
to which registration has been requested under this Section 2.2, and the
Ordinary Shares, if any, as to which registration has been requested pursuant to
the written contractual piggy-back registration rights of other shareholders of
the Company, exceeds the Maximum Number of Shares, or (y) the Staff of the
Commission does not permit all of the Registrable Securities requested by the
Holders, taken together with all other Ordinary Shares or other securities which
the Company desires to sell and the Ordinary Shares, if any, as to which
registration has been requested pursuant to written contractual piggy-back
registration rights held by other shareholders of the Company who desire to
sell, to be included
in the Registration Statement filed for the Piggy-Back Registration, then the
Company shall include in any such registration:
a) If
the registration is undertaken for the Company’s account: (A) first, the
Ordinary Shares or other securities that the Company desires to sell that can be
sold without exceeding the Maximum Number of Shares; (B) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the Ordinary Shares or other securities, if any, comprised of
Registrable Securities, New Registrable Securities and Option Securities, as to
which registration has been requested pursuant to the applicable written
contractual piggy-back registration rights of such security holders, Pro Rata,
that can be sold without exceeding the Maximum Number of Shares; and (C) third,
to the extent that the Maximum Number of shares has not been reached under the
foregoing clauses (A) and (B), the Ordinary Shares or other securities for the
account of other persons that the Company is obligated to register pursuant to
written contractual piggy-back registration rights with such persons and that
can be sold without exceeding the Maximum Number of Shares;
b) If
the registration is a “demand” registration undertaken at the demand of holders
of Option Securities, (A) first, the Ordinary Shares or other securities for the
account of the demanding persons, Pro Rata, that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clause (A), the Ordinary
Shares or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; (C) third, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses
(A) and (B), the shares of Registrable Securities and New Registrable
Securities, Pro Rata, as to which registration has been requested pursuant to
the terms hereof or the New Registration Rights Agreement, as applicable, and
that can be sold without exceeding the Maximum Number of Shares; and (D) fourth,
to the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities for
the account of other persons that the Company is obligated to register pursuant
to written contractual arrangements with such persons, that can be sold without
exceeding the Maximum Number of Shares;
c) If
the registration is a “demand” registration pursuant to the New Registration
Rights Agreement, securities as provided therein; and
d) If
the registration is a “demand” registration undertaken at the demand of persons
other than the holders of Registrable Securities, New Registrable Securities or
Option Securities, then (A) first, the Ordinary Shares or other securities for
the account of the demanding persons, Pro Rata, that can be sold without
exceeding the Maximum Number of Shares; (B) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clause (A),
the Ordinary Shares or other securities that the Company desires to sell that
can be sold without exceeding the Maximum Number of Shares; (C) third, to the
extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (A) and (B), collectively the Ordinary Shares or other
securities comprised of Registrable Securities, Option Securities and New
Registrable Securities, Pro Rata, as to which registration has been requested
pursuant to the terms hereof, of the Unit Purchase Option or of the New
Registration Rights Agreement, as applicable, that can be sold without exceeding
the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (A), (B) and
(C), the Ordinary Shares or other securities for the account of other persons
that the Company is obligated to register pursuant to written contractual
arrangements with such persons, that can be sold without exceeding the Maximum
Number of Shares.
[Signature page
follows]
IN WITNESS WHEREOF, the
parties have caused this Amendment No. 1 to the Registration Rights Agreement to
be executed and delivered by their duly authorized representatives as of the
date first written above.
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GSME
ACQUISITION PARTNERS I
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By:
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Name:
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Title:
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INVESTORS:
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MCK
CAPITAL CO., LIMITED
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By:
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Xxxx
Xxxx Gao
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Xxx
X. Xxxxx
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Xxxxxxxx
X.
Xxxxx
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