WAIVER OF PENALTIES RELATED TO REGISTRATION RIGHTS
This
WAIVER OF PENALTIES RELATED TO REGISTRATION
RIGHTS (“WAIVER”)
is
entered into as of this 3RD
day of
July, 2007 by and between a CHINA ARCHITECTURAL ENGINEERING, INC., Delaware
corporation (the “Company”),
and
the persons listed on the signature pages hereof (the “Holders”).
Undefined terms herein shall have the meaning set forth in the Registration
Rights Agreement, as defined below.
RECITALS:
WHEREAS,
on October 17, 2006, the Company and each of the Holders entered into a
Registration Rights Agreement (the “Registration
Rights Agreement”);
WHEREAS,
the Company granted each of the Holders certain registration rights pursuant
to
which the Company agreed to file a Registration Statement for the resale of
the
Registrable Securities held by the Holders;
WHEREAS,
the Registration Rights Agreement states that Company shall be required to
issue, as liquidated damages, to each of the Holders shares (the “Penalty
Shares”)
equal
to a total of 0.0333% of their respective Shares for each calendar day that
the
Registration Statement has not been filed or declared effective by the SEC
(and
until the Registration Statement is filed with or declared effective by the
SEC), as applicable;
WHEREAS,
Section 2.2 of the Registration Rights Agreement states that the provisions
thereof may be amended through a written instrument signed by the parties;
and
WHEREAS,
the Company and the Holders desire to waive any and all Penalty Shares, and
any
rights to any Penalty Shares, under the Registration Rights
Agreement.
AGREEMENT:
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual promises
hereinafter set forth, the parties hereto agree as follows:
1. Waiver
of Penalty Shares.
The
Company and Holders hereby agree to remove all references to the Penalty Shares
from the Registration Rights Agreement, and each of the Holders hereby fully
and
irrevocably waive the Penalty Shares, and any and all rights
thereto.
2. Conflicts.
To the
extent there is any conflict between the terms of the Registration Rights
Agreement and the terms hereof, the terms of this Waiver take
precedence.
3. Confirmation
of Subscription Agreement.
The
parties hereto hereby confirm that the Registration Rights Agreement, as amended
by this Waiver, remains in full force and effect.
4. Miscellaneous.
All the
provisions of Section 2 of the Registration Rights Agreement are herein
incorporated by this reference, including, but not limited to, the sections
regarding governing law and counterparts.
[Signature
Pages Follow]
1
IN
WITNESS
WHEREOF,
the
parties hereto have executed this Waiver as of the date set forth in the
first
paragraph hereof.
| CHINA ARCHITECTURAL ENGINEERING, INC. | |||
|
By:
/s/
Xxx Xxx Yi
|
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|
Name:
Xxx Xxx Yi
|
|||
|
Title:
Chief Executive Officer
|
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Company
Signature Page
2
IN
WITNESS
WHEREOF,
the
parties hereto have executed this Waiver as of the date set forth in the
first
paragraph hereof.
HOLDERS:
|
Name:
FirstAlliance
Financial Group, Inc.
|
|||
|
Signature:
/s/
Xxxxxxx Xxxxx
|
|||
|
|
|||
|
By:
Xxxxxxx
Xxxxx
|
|||
|
|
|||
|
Title:
Director
|
|||
|
Number
of Shares: 2,000,000
|
3
IN
WITNESS
WHEREOF,
the
parties hereto have executed this Waiver as of the date set forth in the
first
paragraph hereof.
HOLDERS:
|
Name:
Xxxxxxx
Xxxxxxxxx
|
|||
|
Signature:
/s/
Xxxxxxx Xxxxxxxxx
|
|||
|
|
|||
|
Number
of Shares: 461,825
|
|
Name:
The
Xxxxxx Xxxxxxxxx Trust
|
|||
|
Signature:
/s/
Xxxxxxx Xxxxxxxxx
|
|||
|
|
|||
|
By:
Xxxxxxx Xxxxxxxxx, Trustee
|
|||
|
Number
of Shares: 250,250
|
|
Name:
The
Xxxxxx Xxxxxxxxx Trust
|
|||
|
Signature:
/s/ Xxxxxxx Xxxxxxxxx
|
|||
|
|
|||
|
By:
Xxxxxxx Xxxxxxxxx, Trustee
|
|||
|
Number
of Shares: 250,250
|
4
