AGREEMENT TO AMEND SERIES J WARRANTS OF WUHAN GENERAL GROUP (CHINA), INC.
Exhibit
10.1
THIS
AGREEMENT TO AMEND THE SERIES J WARRANTS (this
“Agreement”), effective as of September 5, 2008, by and among Wuhan General
Group (China), Inc. (the “Company”) and the Holders of Warrants who submit a
signature page hereto, amend and restate the Series J Warrants, dated as of
February 7, 2007 (the “Original Form of Series J Warrants”).
WITNESSETH
WHEREAS,
the Company issued the Series J Warrants to investors on February 7,
2007;
WHEREAS,
the parties hereto desire to amend the Original Form of Series J Warrants in
accordance with the terms and conditions hereinafter set forth;
NOW,
THEREFORE,
in
consideration of good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the undersigned hereby agree as
follows:
1. Amendment
and Restatement of the Series J Warrants.
The
Original Form of Series J Warrants is hereby amended and restated in the form
attached hereto as Exhibit
A
(the
“Amended and Restated Form of Series J Warrants”).
2 Replacement
Warrants.
Upon the
return by each Series J Warrant Holder of its originally issued Series J
Warrant, the Company agrees promptly to execute and deliver to such Series
J
Warrant Holder a replacement warrant in the Amended and Restated Form of Series
J Warrant. Notwithstanding any delay in the exchange of the replacement warrant
for the original warrant, the amendment and restatement contained herein shall
become effective on the date of this Agreement.
3 Filing
of Certificate of Designation of Series B Convertible Preferred
Stock.
Upon the
execution and delivery of this Agreement, the Company shall file promptly with
the Nevada Secretary of State the Certificate of Designation of the Relative
Rights and Preferences of the Series B Convertible Preferred Stock in the form
attached hereto as Exhibit
B.
4 Construction.
Capitalized
terms used in this Agreement and not defined herein shall have the meanings
ascribed to them in the Amended and Restated Form of Series J
Warrants.
5. Headings.
The
headings and other captions in this Agreement are for convenience and reference
only and shall not be used in interpreting, construing or enforcing any
provision of this Agreement.
6. Governing
Law.
The
internal laws, and not the laws of conflicts, of New York shall govern the
enforceability and validity of this Agreement, the construction of its terms
and
the interpretation of the rights and duties of the parties.
7. Counterparts.
This
Agreement may be executed in any number of counterparts (including by facsimile)
and by different parties hereto in separate counterparts, with the same effect
as if all parties had signed the same document. All such counterparts shall
be
deemed an original, shall be construed together and shall constitute one and
the
same instrument.
[Remainder
of page intentionally left blank.]
2
IN
WITNESS WHEREOF,
the
undersigned have caused this Agreement to be executed, all as of the day and
year first written above.
| WUHAN GENERAL GROUP (CHINA), INC. | ||
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| By: | /s/ ▇▇ ▇▇▇ | |
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Name:
▇▇ ▇▇▇
Title:
President and Chief Executive Officer
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In accordance with Section 11 of the Original
Form of
Series J Warrants, the undersigned, being Holders of Warrants exercisable
for a majority of the shares of Warrant Stock issuable under the
Warrants,
hereby consent to the Company’s entry into this Agreement to Amend Series
J Warrants.
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| VISION OPPORTUNITY MASTER FUND, LTD. | ||
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| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
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Name:
▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Director
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| BLUE RIDGE INVESTMENTS, L.L.C. | ||
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ | |
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Name:
▇▇▇▇▇▇▇ ▇▇▇▇
Title:
Vice President
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| OLD LANE CAYMAN MASTER FUND, L.P. | ||
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| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
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Name:
▇▇▇▇▇▇ ▇▇▇▇▇
Title:
Director of Operations
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| OLD LANE US MASTER FUND, L.P. | ||
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| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
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Name:
▇▇▇▇▇▇ ▇▇▇▇▇
Title:
Director of Operations
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| OLD LANE HMA MASTER FUND, L.P. | ||
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| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
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Name:
▇▇▇▇▇▇ ▇▇▇▇▇
Title:
Director of Operations
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