IRISH MAG, INC. Unit D, Block 2, Tian An Cyber Park, Chengongmiao Shenzhen, Guangdong, 518040 People’s Republic of China
Xxxx
X,
Xxxxx 0, Xxxx Xx Xxxxx Xxxx, Xxxxxxxxxxxx
Shenzhen,
Guangdong, 518040
People’s
Republic of China
January
31, 2007
The
Pinnacle Fund, L.P.
Pinnacle
China Fund, L.P.
0000
Xxxxxxx Xxxx Xxxx
Xxxxx
000
Xxxxx,
Xxxxx 00000
Attention:
Xx. Xxxxx X. Xxxx
Re:
Amendment No. 1 to Securities Purchase Agreement, dated January 16,
2007.
Dear
Xx.
Xxxx:
As
you
know, on January 16, 2007, the addressee funds (the “Investors”)
and
Irish Mag, Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “Agreement”)
pursuant to which the Investors agreed to acquire the Shares for the aggregate
Investment Amount. The parties desire to amend the Agreement pursuant to Section
6.4 thereof to include the additional terms provided for in this letter (this
“Amendment”).
Capitalized terms used, but not otherwise defined, in this Amendment have the
meanings ascribed to those terms in the Agreement.
Accordingly,
the parties to the Agreement hereby agree as follows:
1. Addition
of Section 3.1(cc).
The
Agreement is hereby amended to add a new Section 3.1(cc) to Article 3 of the
Agreement, which Section 3.1(cc) shall read in its entirety as
follows:
“(cc) The
Qualification Permit (as defined in the Amended Turnkey Agreement) is not
required by Shenzhen iASPEC Software Engineering Company Limited (“iASPEC”)
to
perform its obligations under any of the existing 22 contracts (except for
one
contract with TCV having a value of RMB6 million) that are subject to the
subcontracting relationship with Bo Hai Wen Technology (Shenzhen) Company
Limited (“Bo
Hai Wen”)
under
that certain Amended and Restated Business Turnkey Agreement, dated on or about
the Closing Date between iASPEC and Bo Hai Wen (the “Amended
Turnkey Agreement”).
Bo
Hai Wen has all required permits necessary for it to perform its obligations
under the Amended Turnkey Agreement and the performance by Bo Hai Wen of the
services contemplated by the Amended Turnkey Agreement does not conflict with
or
violate any applicable law, rules or regulations of the People’s Republic of
China.”
2. Addition
of Section 4.15.
The
Agreement is hereby amended to add a new Section 4.15 to Article 4 of the
Agreement, which Section 4.15 shall read in its entirety as
follows:
“4.15 Liquidated
Damages for Governmental Rescission of Restructuring Transaction.
So long
as any Investor holds Shares, if any governmental agency in the Peoples Republic
of China takes any action that materially and adversely affects the transactions
contemplated by the Amended Turnkey Agreement or that certain Rescission,
Termination and Share Exchange Agreement, dated on or about the Closing Date,
among iASPEC, Bo Hai Wen, the shareholders of iASPEC, China Public Security
Holdings Limited and the Company, and the Company can not undo such governmental
action or otherwise address the material adverse effect to the reasonable
satisfaction of the Investors within sixty (60) days of the occurrence of such
governmental action, then, upon written demand from an Investor, the Company
shall promptly, and in any event within thirty (30) days from the date of such
written demand, pay to that Investor, as liquidated damages, an amount equal
to
that Investor’s entire Investment Amount without interest thereon. As a
condition to the receipt of such payment, the Investor shall return to the
Company for cancellation the certificates evidencing the Shares acquired by
the
Investor under the Agreement.”
3. Agreement
Remains in Force.
Except
as expressly set forth in this Amendment, the Agreement remains unmodified
and
in full force and effect.
4. Counterparts;
Facsimile Execution.
This
Amendment may be executed in any number of counterparts and by the parties
hereto on separate counterparts but all such counterparts shall together
constitute one and the same instrument. Facsimile execution and delivery of
this
Agreement is legal valid and binding execution and delivery for all
purposes.
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
2
Please
indicate your consent to the foregoing Amendment by executing in the space
provided below. The Company’s and your execution of this Amendment constitutes
an amendment to the Agreement in accordance with Section 6.4
thereof.
|
Sincerely,
By:
/s/
Jiang Huai
Xxx
Xxxxx
Xxxx Xxx
President
and Chief Executive Officer
|
ACCEPTED
AND AGREED TO
AS
OF THE
DATE FIRST ABOVE
WRITTEN:
THE
PINNACLE FUND, L.P.
By:
/s/
Xxxxx X.
Xxxx
Xxxxx
X.
Xxxx,
Sole
Member, Pinnacle Fund Management, L.L.C.,
the
General Partner of Pinnacle Advisors, L.P.,
the
General Partner of The Pinnacle Fund, L.P.
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.
GUARANTY
The
undersigned hereby personally guarantees the prompt payment and performance
by
the Company. of its obligations under Section 4.15 of the Agreement as stated
in
the above Amendment. The undersigned does not personally guaranty any of the
other obligations of the Company contained in the Agreement.
/s/
Jiang Huai
Xxx
XXXXX
XXXX XXX
