Amendment No. 1 to Securities Subscription Agreement
S.E. Asia Emerging Market Co., Ltd
00 Xxxxx Xxxxx Xxxx #00-00
Xxxx Xxxx Xxxxxxxx
Xxxxxxxxx 000000
February 11, 2011
Amendment No. 1 to Securities Subscription Agreement
This Amendment No. 1 (“Amendment”) to that certain Securities Subscription Agreement (the “Agreement”) dated September 9, 2010 by and between S.E. Asia Emerging Market Co., Ltd, a British Virgin Islands business company and the Subscribers listed on the signature page hereto (“Subscribers”). All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
Pursuant to Section 6.4 of the Agreement, the Company and the Sponsor hereby agree to amend the Agreement, effective on the date hereof, as follows:
1. Amendments to the Agreement.
(a) Preamble. The preamble is hereby amended to delete the following sentence from the preamble:
Of such 316,250 ordinary shares, 175,694 in the aggregate (22,916 of which are subject to cancellation if the underwriter’s over-allotment option is not exercised in full) shall be held subject to lockup restrictions and canceled if the target of a Business Combination fails to remain an operating company one year after such Business Combination.
(b) Section 3.2. Section 3.2 is hereby deleted in its entirety:
3.2. Intentionally Omitted.
(c) Section 4. Section 4 is hereby amended and restated in its entirety as follows:
Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account which will be established for the benefit of the Company’s public shareholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete a Business Combination. For purposes of clarity, in the event the Subscriber purchases Ordinary Shares in the IPO or in the aftermarket, any additional Ordinary Shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any Shares into funds held in the Trust Account upon the successful completion of a Business Combination.
(d) Section 7. Section 7 is hereby amended and restated in its entirety as follows:
Voting and Tender of Shares. Subscriber agrees to vote the Shares in favor of a Business Combination that the Company negotiates and submits for approval to the Company’s shareholders and shall not seek redemption with respect to such Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s shareholders in connection with a Business Combination negotiated by the Company.
2. Mutual Drafting. This Amendment is the joint product of the Company and the Subscribers and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
3. No Other Amendments; Governing Law; Counterparts. Except as specifically set forth in this Amendment, there are no other amendments to the Agreement and the Agreement shall remain unmodified and in full force and effect. This Amendment shall be governed by and construed in accordance with the internal laws of the British Virgin Islands. This Amendment may be executed in one or more counterparts. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as of the date first set forth above.
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S.E. ASIA EMERGING MARKET CO., LTD
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By:
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/s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Title: Chief Executive Officer
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SUBSCRIBERS
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PARALLAX VENTURE PARTNERS XX LTD.
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By:
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/s/ Xxxxxx Xxx Park
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Name:
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Xxxxxx Xxx Park
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Shares:
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63,250
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/s/ Pranata Hajadi
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Name:
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Pranata Hajadi
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Shares:
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50,600
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2
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/s/ Xxxx Xxxxxx
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Name:
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Xxxx Xxxxxx
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Shares:
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61,669
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SIRIUS INVESTMENT INC.
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By:
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/s/ Xxxxxx Hin Sun Xxxx
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Name:
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Xxxxxx Hin Sun Xxxx
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Shares:
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63,250
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/s/ Xxxxx Xxxxxxxxx
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Name:
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Xxxxx Xxxxxxxxx
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Shares:
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31,625
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/s/ Xxxxxx Sing Tak So
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Name:
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Xxxxxx Sing Tak So
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Shares:
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1,581
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RAMPANT DRAGON, LLC
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By:
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/s/ Xxxxxxx X. Xxxx
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Name:
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Xxxxxxx X. Xxxx
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Shares:
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31,625
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/s/ Boon How Xxx
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Name:
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Boon How Xxx
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Shares:
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12,650
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