Exhibit 4.10
Dated December 4, 2007
AMENDMENT TO LOCKUP AGREEMENT
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Ref
Amendment to Lockup Agreement, dated as of December 4, 2007 (the "Amendment"),
is entered into by and among:
(1) Xx. Xx Yonghua,
(2) Xx. Xxxx Hanfei,
(3) Xx. Xxx Rongqiang,
(4) Mr. Gu Yongliang,
(5) Xx. Xx Haijuan,
(6) Xx. Xxxx Yuting,
(7) Xx. Xxx Min,
(8) Xx. Xxxx Xingxue (each a "Shareholder" and, collectively, the
"Shareholders"), and
(9) Good Energies Investments (Jersey) Limited, a Jersey company ("Good
Energies").
Whereas:
(A) Solarfun Power Holdings Co., Ltd., a company incorporated pursuant to the
laws of the Cayman Islands, and the Shareholders entered into a Lockup
Agreement, dated as of June 20, 2006 (the "Agreement");
(B) In connection with the Stock Purchase Agreement, dated as of December 4
2007 (the "Stock Purchase Agreement"), entered into by and among Good
Energies and the sellers named therein, the Shareholders desire to amend
the Agreement as set forth in this Amendment; and
(C) Pursuant to Section D.(7) of the Agreement, the Shareholders hereby give
their unanimous written consent to the adoption of the Amendment.
Now, Therefore, in consideration of the mutual promises and covenants set forth
below and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and intending to be legally bound, the parties
hereto agree as follows:
1. Capitalized terms used and not defined in this Amendment shall have the
same meanings assigned to them in the Agreement. Any terms of the Agreement
in conflict or otherwise inconsistent with the Amendment are hereby
superseded and replaced by the terms of the Amendment.
2. The Shareholders hereby agree that the provisions of the Agreement
including without limitation any provision regarding Share Transfer shall
not apply to any Share Transfer made or proposed to be made by a
Shareholder to Good Energies or any Affiliate of Good Energies.
3. The Shareholders hereby agree that Section (B).1 of the Agreement shall not
apply to any Share Transfer made by Xx. Xxxxxxx Xx or any holding company
or other intermediate entity through which a Shareholder holds his shares
which is permissible pursuant to the terms of the Stock Purchase Agreement
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4. As used herein, the term "Affiliate" means with respect to any Person, any
other Person that controls, is controlled by, or is under common control
with such Person. The term "control", as used with respect to any Person,
means the power to direct or cause the direction of the management and
policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise. "Controlled" and
"controlling" have meanings correlative to the foregoing. The term "Person"
means any individual, corporation, limited liability company, limited or
general partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or other entity, including but not
limited to any government, agency or political subdivision thereof, or any
group comprised of two or more of the foregoing.
5. The Agreement and this Amendment may only be amended by an instrument in
writing signed by all of the Shareholders and Good Energies.
6. The Agreement is only amended as specifically provided in this Amendment
and the remainder of the Agreement shall remain in full force and effect as
written.
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In Witness Whereof, the parties have duly executed this Amendment as of the date
first above written.
By /s/ Xx Xxxxxxx
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Name: Xx. Xx Yonghua
Title:
By /s/ Wang Hanfei
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Name: Xx. Xxxx Hanfei
Title:
By /s/ Cui Rongqiang
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Name: Xx. Xxx Rongqiang
Title:
By /s/ Gu Yongliang
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Name: Mr. Gu Yongliang
Title:
By /s/ Yu Haijuan
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Name: Xx. Xx Haijuan
Title:
By /s/ Xxxx Xxxxxx
--------------------------------------
Name: Xx. Xxxx Xxxxxx
Title:
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By /s/ Cao Min
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Name: Xx. Xxx Min
Title:
By /s/ Tong Xingxue
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Name: Xx. Xxxx Xingxue
Title:
Solely for purposes of Section 5:
GOOD ENERGIES INVESTMENTS (JERSEY) LIMITED
By /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Director
By /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Director
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