Ex-10.20.12 - Modification Agreement dated as of February 28, 2001, amending
March 1 and April 24, 2000 Common
Stock Purchase Agreements
MODIFICATION AGREEMENT
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THIS MODIFICATION AGREEMENT made as of the 28th day of February, 2001
by and between EUROTECH LTD., a District of Columbia corporation (the
"Company"), XXXXXXXX LLC, a Cayman Islands limited liability company
("Purchaser")
W I T N E S S E T H:
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WHEREAS, the parties hereto have previously executed and delivered
Securities Purchase Agreements respectively dated Xxxxx 0, 0000 (Xxxxxxx X) for
1,200,000 shares and April 24, 2000 (Tranche B) for 2,000,000 shares, together
with related other Transaction Documents, as more particularly defined in the
Securities Purchase Agreements (copies of which have been filed with the
Securities and Exchange Commission as Exhibits 10.20.6 and 10.20.7 to the
Company's Forms 10-Q for the quarter ended March 31, 2000 and the quarter ended
June 30, 2000, respectively); and
WHEREAS, the parties have agreed to modify certain terms and provisions
of both Securities Purchase Agreements.
NOW, THEREFORE, it is agreed by and between the parties as follows:
1. Solely with respect to 600,000 shares of Tranche A, which have not
been repriced to date, Section 2.4 of the March 1 Securities Purchase Agreement
is hereby deleted and a new Section 2.4 is hereby inserted to read as follows:
Ex-10.20.12 - Modification Agreement dated as of February 28, 2001, amending
March 1 and April 24, 2000 Common
"2.3 (A) First Repricing Period - Tranche A. The "First
Repricing Period" shall commence on April 1, 2001, and end twenty (20) Business
Days after such date. If the average Closing Bid Price for the twenty (20)
Business Days during the First Repricing Period (the "First Repricing Price"),
is not equal to or greater than [$5.263 x 1.28], then Purchaser may request that
up to 200,000 Shares shall be repriced (the "First Repriced Shares"). The
Company shall issue to Purchaser the number of additional Shares as determined
according to the following formula:
((5.263 x 1.28 - First Repricing Price) x (200,000)/ First Repricing
Price)
(B) Second Repricing Period. The "Second Repricing
Period" shall commence on the day immediately following the First Repricing
Period and end twenty (20) Business Days thereafter. If the average Closing Bid
Price for the twenty (20) Business Days during the Second Repricing Period (the
"Second Repricing Price"), is not equal to or greater than [$5.263 x. 1.30],
then the Purchaser may request that up to 200,000 Shares shall be repriced (the
"Second Repriced Shares"). The Company shall issue to Purchaser the number of
additional Shares as determined according to the following formula:
((5.263 x 1.30 - Second Repricing Price) x (200,000)/ Second Repricing
Price)
(C) Third Repricing Period. The "Third Repricing Period"
shall commence on the day immediately following the Second Repricing Period and
end twenty (20) Business Days thereafter. If the average Closing Bid Price for
the twenty (20) Business Days during the Third Repricing Period (the "Third
Repricing Price"), is not equal to or greater than [$5.263 x. 1.32], then the
Purchaser may request that up to 200,000 Shares shall be repriced (the "Third
Repriced Shares"). The Company shall issue to Purchaser the number of additional
Shares as determined according to the following formula:
((5.263 x 1.32 - Third Repricing Price) x (200,000)/ Third Repricing
Price)
2. With respect to the 2,000,000 shares of Tranche B, which have not
yet been repriced, Sections 2.5, 2.6 and 2.7 of the Securities Purchase
Agreement are hereby deleted and a new Section 2.5 is hereby inserted to read as
follows:
Ex-10.20.12 - Modification Agreement dated as of February 28, 2001, amending
March 1 and April 24, 2000 Common
2.5 (A) First Repricing Period - Tranche B. The "First
Repricing Period" shall commence on July 1, 2001, and end twenty (20) Business
Days after such date. If the average Closing Bid Price for the twenty (20)
Business Days during the First Repricing Period (the "First Repricing Price"),
is not equal to or greater than [$7.50 x 1.28], then Purchaser may request that
up to 250,000 Shares shall be repriced (the "First Repriced Shares"). The
Company shall issue to Purchaser the number of additional Shares as determined
according to the following formula:
((7.50 x 1.28 - First Repricing Price) x (250,000)/ First Repricing
Price)
(B) Second Repricing Period. The "Second Repricing
Period" shall commence on the day immediately following the First Repricing
Period and end twenty (20) Business Days thereafter. If the average Closing Bid
Price for the twenty (20) Business Days during the Second Repricing Period (the
"Second Repricing Price"), is not equal to or greater than [$7.50 x. 1.30], then
the Purchaser may request that up to 250,000 Shares shall be repriced (the
"Second Repriced Shares"). The Company shall issue to Purchaser the number of
additional Shares as determined according to the following formula:
((7.50 x 1.30 - Second Repricing Price) x (250,000)/ Second Repricing
Price)
(C) Third Repricing Period. The "Third Repricing Period"
shall commence on the day immediately following the Second Repricing Period and
end twenty (20) Business Days thereafter. If the average Closing Bid Price for
the twenty (20) Business Days during the Third Repricing Period (the "Third
Repricing Price"), is not equal to or greater than [$7.50 x. 1.32], then the
Purchaser may request that up to 250,000 Shares shall be repriced (the "Third
Repriced Shares"). The Company shall issue to Purchaser the number of additional
Shares as determined according to the following formula:
((7.50 x 1.32 - Third Repricing Price) x (250,000)/ Third Repricing
Price)
(D) Fourth Repricing Period. The "Fourth Repricing
Period" shall commence on the day immediately following the Third Repricing
Period and end twenty (20) Business Days thereafter. If the average Closing Bid
Price for the twenty (20) Business Days during the Fourth Repricing Period (the
"Fourth Repricing Price"), is not equal to or greater than [$7.50 x. 1.34], then
the Purchaser may request that up to 250,000 Shares shall be repriced (the
"Fourth Repriced Shares"). The Company shall issue to Purchaser the number of
additional Shares as determined according to the following formula:
((7.50 x 1.34 - Fourth Repricing Price) x (250,000)/ Fourth Repricing
Price)
Ex-10.20.12 - Modification Agreement dated as of February 28, 2001, amending
March 1 and April 24, 2000 Common
(E) Fifth Repricing Period. The "Fifth Repricing Period"
shall commence on the day immediately following the Fourth Repricing Period and
end twenty (20) Business Days thereafter. If the average Closing Bid Price for
the twenty (20) Business Days during the Fifth Repricing Period (the "Fifth
Repricing Price"), is not equal to or greater than [$7.50 x. 1.36], then the
Purchaser may request that up to 250,000 Shares shall be repriced (the "Fifth
Repriced Shares"). The Company shall issue to Purchaser the number of additional
Shares as determined according to the following formula:
((7.50 x 1.36 - Fifth Repricing Price) x (250,000)/ Fifth Repricing
Price)
(F) Sixth Repricing Period. The "Sixth Repricing Period"
shall commence on the day immediately following the Fifth Repricing Period and
end twenty (20) Business Days thereafter. If the average Closing Bid Price for
the twenty (20) Business Days during the Sixth Repricing Period (the "Sixth
Repricing Price"), is not equal to or greater than [$7.50 x. 1.38], then the
Purchaser may request that up to 250,000 Shares shall be repriced (the "Sixth
Repriced Shares"). The Company shall issue to Purchaser the number of additional
Shares as determined according to the following formula:
((7.50 x 1.38 - Sixth Repricing Price) x (250,000)/ Sixth Repricing
Price)
(G) Seventh Repricing Period. The "Seventh Repricing
Period" shall commence on the day immediately following the Sixth Repricing
Period and end twenty (20) Business Days thereafter. If the average Closing Bid
Price for the twenty (20) Business Days during the Seventh Repricing Period (the
"Seventh Repricing Price"), is not equal to or greater than [$7.50 x. 1.40],
then the Purchaser may request that up to 250,000 Shares shall be repriced (the
"Seventh Repriced Shares"). The Company shall issue to Purchaser the number of
additional Shares as determined according to the following formula:
((7.50 x 1.40 - Seventh Repricing Price) x (250,000)/ Seventh Repricing
Price)
Ex-10.20.12 - Modification Agreement dated as of February 28, 2001, amending
March 1 and April 24, 2000 Common
(H) Eighth Repricing Period. The "Eighth Repricing
Period" shall commence on the day immediately following the Seventh Repricing
Period and end twenty (20) Business Days thereafter. If the average Closing Bid
Price for the twenty (20) Business Days during the Eighth Repricing Period (the
"Eighth Repricing Price"), is not equal to or greater than [$7.50 x. 1.42], then
the Purchaser may request that up to 250,000 Shares shall be repriced (the
"Eighth Repriced Shares"). The Company shall issue to Purchaser the number of
additional Shares as determined according to the following formula:
((7.50 x 1.42 - Eighth Repricing Price) x (250,000)/ Eighth Repricing
Price)
Purchaser shall provide facsimile notice to the Company substantially
in the form of Exhibit 2 hereto, within three (3) Business Days of the end of
each Repricing Period, concerning the number of the Repriced Shares, if any,
that Purchaser wishes to reprice.
If during any Repricing Period the applicable Registration Statement is
suspended or no longer effective, the Repricing Period shall be extended for
such number of Business Days during which the Registration Statement was
suspended or no longer effective.
2. The Company undertakes
(a) by April 30, 2001 to file an additional Registration
Statement to register at least 6,500,000 shares of additional Common Stock
issuable pursuant to this Agreement.
(b) The Company shall diligently and with all reasonable
efforts cause the Registration Statement field pursuant to (b) to become
effective as promptly as possible, including reply within five (5) business days
to any comments of the Commission or any other body having jurisdiction thereof.
Ex-10.20.12 - Modification Agreement dated as of February 28, 2001, amending
March 1 and April 24, 2000 Common
3. Except as specifically set forth herein, nothing contained herein
shall in any way be deemed to effect or modify the representations, warranties,
rights and obligations of the respective parties as set forth in the Transaction
Documents.
4. As hereby modified and amended, the Transaction Documents remain in
full force and effect. To the extent set forth herein, this Agreement supersedes
any prior modification agreement or amendment executed between the parties. IN
WITNESS WHEREOF, the parties have executed this agreement as of the date first
above written.
EUROTECH, LTD.
By: /S/ Xxx X. Xxxxxxxxx
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Name: Xxx X. Xxxxxxxxx
Title: President
XXXXXXXX LLC
By: /S/ Navigator Management, Ltd.
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Name: Navigator Management, Ltd.
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Title: Director
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