AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT
Exhibit 4.13
AMENDMENT NO. 3
TO SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 3 to the SECURITIES PURCHASE AGREEMENT is entered into as of April 2, 2007 (this “Amendment”) by and among China Biologic Products, Inc., a Delaware corporation (“CBP”), its wholly-owned subsidiary Logic Express Limited (“Logic Express”) and its 82.76% owned subsidiary Shandong Missile Biologic Products Co., Ltd. (“Shandong Missile”), Ms. Xxx Xxxx Li and Xx. Xxx Xxxx Xxxx (together, the “Selling Stockholders”), and the investors signatory thereto (each an “Investor” and collectively, the “Investors”). Each of CBP, Logic Express, the Company, the Selling Stockholders and the Investors are referred to herein as a “Party” and collectively, as the “Parties”. Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Original Agreement (as defined below).
BACKGROUND
The Parties entered into a Securities Purchase Agreement, dated as of July 18, 2006 (as amended, the “Original Agreement”), pursuant to which each of the Investors purchased from the Company and the Selling Stockholders, the Shares, Selling Stockholder Shares and the Warrants representing each Investors Investment Amount. As a condition to the closing of the Original Agreement, the Parties agreed to place the Make Good Shares into escrow for the benefit of the Investors, pursuant to a Share Escrow Agreement, dated as of July 19, 2006, to be distributed to the Investors in the event that the Company fails to meet certain Performance Thresholds as set forth therein. The Parties desire to enter into this Amendment to modify the terms of the Original Agreement as more specifically set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
I. Amendment to Make Good Escrow Arrangement: Delete sentence before the penultimate sentence of Section 4.11 of the Original Agreement in its entirety and insert the following sentence in its place:
“Notwithstanding the foregoing or anything else to the contrary herein, for purposes of determining whether or not the applicable thresholds set forth in (a) and (b) above have been met, the release of any of the Escrow Shares to Xx. XX Xxx Xxxx and Xx. XXXX Xxx Xxxx as a result of the operation of this Section 4.11 and the payment of or obligation to pay any liquidated damages accrued by operation of the Registration Rights Agreement, shall not be deemed to be an expense, charge, or other deduction from revenues even though GAAP may require contrary treatment.
II. Agreement. In all other respects, the Original Agreement shall remain in full force and effect.
III. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.
CBP: | |
China Biologic Products, Inc. | |
By: | /s/ Xxxxxxx Xxxx |
Xxxxxxx Xxxx | |
Chief Executive Officer | |
LOGIC EXPRESS: | |
Logic Express Limited | |
By: | /s/
Xxx Xxxx Li |
Xxx Xxxx Li | |
Director | |
SHANDONG MISSILE: | |
Shandong Missile Biologic Products Co., Ltd. | |
By: | /s/
Xxxx Xxx |
Xxxx Xxx | |
Chief Executive Officer |
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PAGES FOR SELLING STOCKHOLDERS AND INVESTORS FOLLOW]
Amendment No. 3 to Securities Purchase Agreement
SELLING STOCKHOLDERS: |
/s/ Xxx Xxxx Li |
MS. XXX XXXX LI |
/s/Siu Sing Chan |
XX. XXX XXXX XXXX |
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Amendment No. 3 to Securities Purchase Agreement
INVESTORS: | ||
Pinnacle China Fund, L.P. | ||
By: | /s/Xxxxx X. Xxxx | |
Xxxxx X. Xxxx, | ||
Manager, Kitt China Management, L.L.C., | ||
the Manager of Pinnacle China Management, L.L.C., | ||
the General Partner of Pinnacle China Advisors, L.P., | ||
the General Partner of Pinnacle China Fund, L.P. | ||
Total number of Shares owned: | 2,110,818 |
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PAGE FOR OTHER INVESTOR FOLLOWS]
Amendment No. 3 to Securities Purchase Agreement
Capital Ventures International | ||
By: | Heights Capital Management, Inc., | |
its authorized agent | ||
/s/
Xxxxxx Xxxxxxxx |
||
Name: Xxxxxx Xxxxxxxx | ||
Title: Investment Manager | ||
Total number of Shares owned: | 322,216 |
Amendment No. 3 to Securities Purchase Agreement