WAIVER OF PENALTIES RELATED TO REGISTRATION RIGHTS
EXHIBIT
10.1
This
WAIVER OF PENALTIES RELATED TO REGISTRATION
RIGHTS (“WAIVER”)
is
entered into as of this 29th
day of
August, 2007 by and between a CHINA ARCHITECTURAL ENGINEERING, INC., a Delaware
corporation (the “Company”),
and
the persons listed on the signature pages hereof (the “Investors”).
Undefined terms herein shall have the meaning set forth in the Subscription
Agreement, as defined below.
RECITALS:
WHEREAS,
the Company and each of the Investors entered into that certain Subscription
Agreement dated October 17, 2007 (“Subscription
Agreement”)
pursuant to which the Investors purchased securities of the Company;
WHEREAS,
the Company, pursuant to Section 4 of the Subscription Agreement, agreed to
use
its reasonable best efforts to cause the Registration Statement to become
effective within one hundred eighty (180) days after the Closing Date if the
Registration Statement is subject to a full review by the SEC;
WHEREAS,
the Subscription Agreement states that Company shall be required to pay, as
liquidated damages, to each of the Subscriber a cash payment (the “Penalty
Payment”)
equal
to a total of 0.0333% of the Purchase Price of the Shares sold to the Subscriber
for each business day after the 180-day period has expired until the
Registration Statement is declared effective by the SEC;
WHEREAS,
Section 5.2 of the Subscription Agreement states that the terms of Section
4 of
the Subscription Agreement may be modified without the consent or approval
of
all of the Subscribers so long as (i) such modification applies in the same
fashion to the Subscription Agreement of all of the Subscribers in the Offering
and (ii) at least holders of a majority of the Shares sold in the Offering
have
given their approval of such modification, which approval shall be binding
on
all holders of Shares; and
WHEREAS,
the undersigned Investors hold an aggregate number of Shares that is more than
a
majority of the Shares sold in the Offering and each of the undersigned
Investors and the Company desire to modify Section 4 of the Subscription
Agreement to waive any and all Penalty Payment, and any rights to any Penalty
Payment, under the Subscription Agreement.
AGREEMENT:
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual promises
hereinafter set forth, the parties hereto agree as follows:
1. Waiver
of Penalty Payment.
The
Company and the undersigned Investors hereby agree to remove all references
to
the Penalty Payment from the Subscription Agreement, and each of the Investors
hereby fully and irrevocably waive the Penalty Payment, any claim to payment
of
the Penalty Amount, whether or not owed, and any and all rights related
thereto.
2. Conflicts.
To the
extent there is any conflict between the terms of the Subscription Agreement
and
the terms hereof, the terms of this Waiver take precedence.
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3. Confirmation
of Subscription Agreement.
The
parties hereto hereby confirm that the Subscription Agreement, as amended by
this Waiver, remains in full force and effect.
4. Miscellaneous.
This
Waiver may be executed in any number of facsimile counterparts, each of which
shall be an original, but which together constitute one and the same instrument.
The parties expressly agree that all the terms and provisions hereof shall
be
construed in accordance with and governed by the laws of the State of
Delaware.
[Signature
Pages Follow]
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In
Witness Whereof,
the
parties hereto have executed this Waiver as of the date set forth in the first
paragraph hereof.
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By: /s/ Xxx Xxx Yi
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Name:
Xxx Xxx Yi
Title:
Chief Executive Officer
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Company
Signature Page
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In
Witness Whereof,
the
parties hereto have executed this Waiver as of the date set forth in the first
paragraph hereof.
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INVESTOR
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Name
of Investor:
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Name
of Signatory:
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Title
of Signatory:
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Address:
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Telephone:
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Facsimile:
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