Re: Letter Agreement
Xxxxxxxx
00, 0000
Xxxx
Group, Inc.
00
Xxxxxxx Xxxx
Xxxxxxx,
Xxxxxxxx Province
People’s
Republic of China
266401
Re:
Letter
Agreement
Ladies
and Gentlemen:
This
letter agreement (this “Letter Agreement”)
relates to (i) that certain Registration Rights Agreement, dated as of August
9,
2007 (“Registration
Rights Agreement”),
by
and among Jpak Group, Inc. (the "Company"),
and
the purchasers listed on Schedule I thereto (the “Purchasers”),
(ii)
those certain Series A Warrants issued by the Company to the Purchasers on
August 9, 2007 (the "Series
A Warrants"),
(iii)
those certain Series B Warrants issued by the Company to the Purchasers on
August 9, 2007 (the "Series
B Warrants")
and
(iv) those certain Series J Warrants issued by the Company to the Purchasers
on
August 9, 2007 (the "Series
J Warrants").
The
Purchasers have agreed to exercise the Series J Warrants and, upon such
exercise, the Purchasers shall receive from the Company (i) shares of Series
B
Convertible Preferred Stock (the "Series
B Preferred"),
(ii)
Series C Warrants (the "Series
C Warrants")
and
(iii) Series D Warrants (the "Series
D Warrants"),
all
in accordance with the terms of the Series J Warrants. The shares of common
stock of the Company issuable upon conversion of the Series B Preferred and
exercise of the Series C Warrants and Series D Warrants are herein referred
to
as the "Underlying
Shares."
In
connection with the exercise of the Series J Warrants, the Company and the
Purchasers hereby agree as follows:
1. Section
1
of each of the Series A Warrants and Series B Warrants shall be amended by
deleting in its entirety each such Section 1 and replacing each such Section
1
with the following:
"1. Term.
The
term of this Warrant shall commence on August 9, 2007 and shall expire at 6:00
p.m., Eastern Time, on August 9, 2013 (such period being the "Term")."
2. The
Series C Warrants and Series D Warrants issuable by the Company upon exercise
of
the Series J Warrants shall have a term of six (6) years from the date of
issuance.
3. The
Purchasers hereby agree not to exercise their demand registration rights with
respect to the Underlying Shares during the period beginning on the date of
exercise of the Series J Warrants and ending on the ninetieth (90th) day
following the effective date of the registration statement filed by the Company
to register for resale the Registrable Securities (as such term is defined
in
the Registration Rights Agreement) pursuant to the Registration Rights
Agreement.
4. The
definition of "Effectiveness Date" in the Registration Rights Agreement shall
be
amended by deleting in its entirety such definition and replacing such
definition with the following:
""Effectiveness
Date"
means,
subject to Section 2(b) hereof, with respect to the Registration Statement,
the
earlier of (A) March 31, 2008 or (B) the
date
which is within five (5) Business Days after the date on which the Commission
informs the Company (i) that the Commission will not review the Registration
Statement or (ii) that
the
Company may request the acceleration of the effectiveness of the Registration
Statement and the Company promptly makes such request; provided that,
if the
Effectiveness Date falls on a Saturday,
Sunday or any other day which shall be a legal holiday or a day on which the
Commission is authorized or required by law or other government actions to
close, the Effectiveness Date shall be the following Business Day."
Except
as
otherwise provided herein, all of the representations, warranties, covenants,
conditions and other provisions of the Registration Rights Agreement, the Series
B Preferred, the Series A Warrants, the Series B Warrants, the Series C
Warrants, the Series D Warrants and the Series J Warrants are hereby ratified
and confirmed and shall continue in full force and effect, enforceable in
accordance with the terms thereof.
The
Company and the Purchasers hereby represent and warrant that they have full
power and authority to enter into this Letter Agreement and that this Letter
Agreement constitutes the legal, valid and binding obligation of the Company
and
the Purchasers, enforceable in accordance with its terms. Upon request, the
Company and the Purchasers will execute any additional documents necessary
in
connection with enforcement hereof.
This
Letter Agreement shall be governed by and construed in accordance with the
laws
of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of the laws of any jurisdictions
other than the State of New York.
*
* * *
*
Delivery
of a signed copy of this letter by electronic transmission shall be effective
as
delivery of the original hereof.
| Vision Opportunity Master Fund | ||
| |
|
|
| By: | /s/ Xxxx Xxxxxxxx | |
|
Name: Xxxx Xxxxxxxx |
||
| Title: Director | ||
| QVT Fund LP | ||
| |
|
|
| By: | /s/ Yi Cen | |
|
Name: Yi Cen |
||
| Title: Authorized Signatory | ||
| Quintessence Fund L.P. | ||
| |
|
|
| By: | /s/ Yi Cen | |
|
Name: Yi Cen |
||
| Title: Authorized Signatory | ||
By:
/s/
Xxxxx
Xxxx
Name: Xxxxx
Xxxx
Title: President
and Chief Executive Officer
