AMENDMENT TO SECURITIES PURCHASE AGREEMENT
EXHIBIT
4.4
AMENDMENT
TO SECURITIES PURCHASE AGREEMENT
This
Amendment No. 1 to the Securities Purchase Agreement (the "Amendment"),
effective as of November 28, 2007, is entered into by and among Asian Financial,
Inc., a Wyoming corporation (the "Company") and the investors identified on
the
signature pages hereto.
WHEREAS,
the parties to this Amendment have previously entered into certain Securities
Purchase Agreement dated as of October 24, 2006 (the "Original
Agreement");
WHEREAS,
all capitalized terms used but not defined herein shall have the meanings
assigned to them in the Original Agreement;
WHEREAS,
pursuant to Section 6.4 of the Original Agreement, the Original agreement may
be
amended only in writing signed by the Company and Investors holding a majority
of the Shares;
WHEREAS,
each of the Investors signatory hereto holds in the aggregate the number of
Shares set forth on their respective signature pages hereto and collectively,
the Investors signatory hereto hold an aggregate of _______Shares, representing
in excess of a majority of the Shares.
NOW,
THEREFORE, the parties hereby agree as follow:
Definition:
"Registration
Rights Agreement" means the Registration Rights Agreement dated as of October
24, 2006, made and entered into, by and among the Company and the investors
signatory thereto.
Amendments
to the Original Agreement:
The
definition of "Make Good Escrow Agreement" contained in Section 1.1 is amended
to add the following at the end:
",
as may
be amended from time to time pursuant to Section 6.4 of this
Agreement"
Section
4.10 is amended to add the following between Section 4.10(b) and
4.10(c):
"Notwithstanding
the foregoing or anything else to the contrary herein, for purposes of
determining whether or not the applicable performance benchmark set forth in
subsection (b), including the 2007 EPS, the 2007 ATNI, the 2008 EPS and the
2008
ATNI, have been met, the following items shall not be deemed to be an expense,
charge, or any other deduction from revenues even through GAAP may require
contrary treatment or the Annual Report or Form 10-KSB (or Form 10-K, as the
case may be) for the respective fiscal years filed with the Commission by the
Company may report otherwise:
the
release of any of the 2007 Make Good Shares and/or 2008 Make Good Shares to
Xxxxxx Xxx as a result of the operation of this Section 4.10;
any
penalty the Company has accrued or may accrue in the future for:
the
occurrence of any Event (as defined in the Registration Rights Agreement) under
Section 2(e) of the Registration Rights agreement; or
failing
to comply with the terms of Section 4.11 of the Agreement with respect to
related party transaction
Agreement.
Except
as specifically amended by this Amendment the Original Agreement shall remain
in
full force and effect, unaffected by this Amendment except that the Original
Agreement shall incorporate this Agreement as if originally a part thereof.
The
Original Agreement shall refer to the Original Agreement, as amended by this
Amendment.
Entire
Agreement.
This
Amendment contains the entire understanding of the parties with respect to
the
subject matter hereof and supersedes all prior agreement, understanding,
discussions and representations, oral and written with respect to such matters
which the parties acknowledge have been merged into this Agreement.
Counterparts.
This
Amendment may be executed in two or more counterparts via facsimile, each of
which shall be deemed an original but all of which together shall constitute
one
and the same in instrument.
Headings.
The
headings contained in this Amendment are for convenience for reference only
and
shall not affect the construction of this Amendment.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
Xxxxx
X. Xxxx
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INVESTORS
Pinnacle
China Fund, L.P.
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Manager
Kitt China Management, L.L.C.
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the
Manager of Pinnacle China Management, L.L.C.
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By: | /s/ Xxxxx X. Xxxx | ||
the
General Partner of Pinnacle China Advisors, L.P..
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Name: Xxxxx X. Xxxx | |||
the
General Partner of Pinnacle China Fund, L.P.
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Title: See stamp | |||
Total
number of Shares owned:
1,300,002
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Renaissance
US Growth Investment Trust PLC
Total
number of Shares owned: 390,625
US
Special Opportunities Trust PLC
Total
number of Shares owned: 390,625
Renaissance
Capital Growth & Income Fund III, Inc.
Total
number of Shares owned: 130,208
Premier
XXXX US Emerging Growth Fund Limited
Total
number of Shares owned: 130,208
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By: | /s/ Xxxxxxx Xxxxxxxxx | ||
Name: Xxxxxxx Xxxxxxxxx | |||
Title:
Director
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INVESTORS
Sandor
Capital Master Fund, L.P.
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By: | /s/ Xxxx X. Xxxxx | ||
Name:
Xxxx X. Xxxxx Title: Manager Total
number of Shares owned:
125,000
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INVESTORS
Westpark
Capital, L.P.
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By: | /s/ Xxxxxxx X. Xxxxxxxxx | ||
Name:
Xxxxxxx X. Xxxxxxxxx Title: General Partner Total
number of Shares owned:
260,417
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INVESTORS
MidSouth
Investor Fund LP
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By: | /s/ Xxxxx X. Xxxxxxx | ||
Name:
Xxxxx X. Xxxxxxx Title: General Partner Total
number of Shares owned:
130,001
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INVESTORS
Lighthouse
Consulting Limited
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By: | /s/ Bai Ye Feng | ||
Name:
Bai Ye Feng Title: Director Total
number of Shares owned: 349,
205
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