AMENDMENT NO. 5 TO SECURITIES PURCHASE AGREEMENT
Exhibit 10.12
AMENDMENT
NO. 5 TO SECURITIES PURCHASE AGREEMENT
This
AMENDMENT NO. 5 TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made
as of November 25, 2009 (the “Effective Date”), by and among VIASPACE Inc., a
Nevada corporation (“Parent”), VIASPACE Green Energy Inc., a British Virgin
Islands international business company and a wholly-owned subsidiary of Parent
(“Acquirer”), Sung Xxxxx Xxxxx, an individual (“Shareholder”), and China Gate
Technology Co., Ltd., a Brunei Darussalam company (“Licensor”), with
respect to the following facts:
A. The
parties entered into that certain Securities Purchase Agreement, dated as of
October 21, 2008 (as amended by that Amendment No. 1 to Securities Purchase
Agreement dated on or about June 17, 2009, that Amendment No. 2 to Securities
Purchase Agreement dated on or about August 21, 2009, that Amendment No. 3 to
Securities Purchase Agreement dated on or about October 13, 2009, and that
Amendment No. 4 dated on or about November 21, 2009 ( the “Agreement”), pursuant
to which, among other things, Acquirer acquired from Shareholder a controlling
interest in Inter-Pacific Arts Corp., a British Virgin Islands international
business company (“IPA BVI”). Capitalized terms not defined herein
shall have the meanings given such terms in the Agreement.
B. The
parties desire to amend the Agreement to extend certain deadlines.
NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree to amend the Agreement as follows:
1. Amendment.
1.1 Section
2.3 of the Agreement is hereby amended to read in full as follows:
“2.3 Second
Closing. The Second Closing shall be held at the RP Office on
the date at or before December 15, 2009 (the “Second Closing Deadline”) or at
such date that Parent, Acquirer, Shareholder and Licensor may agree in writing
(the “Second Closing Date”). If Acquirer’s Registration Statement is
declared effective by the SEC on or before December 15, 2009, the Second Closing
Deadline will be extended until January 15, 2010.”
2. Miscellaneous.
2.1 Effect of
Amendment. Except to the extent the Agreement is modified by
this Amendment, the remaining terms and conditions of the Agreement shall remain
unmodified and be in full force and effect. In the event of conflict
between the terms and conditions of the Agreement and the terms and conditions
of this Amendment, the terms and conditions of this Amendment shall
prevail.
2.2 Counterparts. This
Amendment may be executed in one or more counterparts, including facsimile
counterparts, each of which shall be deemed an original but all of which, taken
together, shall constitute the same Amendment.
2.3 Applicable
Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of California without regard
to conflicts of law principles.
[signature
page follows]
2
IN
WITNESS WHEREOF, the parties have executed this Amendment No. 4 to the
Securities Purchase Agreement as of the date first above written.
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VIASPACE,
INC.
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By: /s/ Xxxx
Xxxxxxxx
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Xxxx
Xxxxxxxx
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Chief
Executive Officer
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VIASPACE
GREEN ENERGY, INC.
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By: /s/ Xxxx
Xxxxxxxx
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Xxxx
Xxxxxxxx
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Chief
Executive Officer
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SUNG
XXXXX XXXXX
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/s/
Sung Xxxxx Xxxxx
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CHINA
GATE TECHNOLOGY CO., LTD.
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By:
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Xxxxxxx
Wang
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Chief
Executive Officer
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