Exhibit 2.2
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ADDENDUM TO THE GDR PURCHASE AGREEMENT
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This ADDENDUM TO THE GDR Purchase Agreement (the "Addendum") is made on this
30TH day of November, 2007 ("Effective Date"):
BY AND BETWEEN:
1. Global EPC Ventures Limited, a company incorporated under the laws of
British Virgin Islands, having its registered office at British Virgin
Islands (hereinafter referred to as the "Seller", which expression
shall, unless repugnant to the context or meaning thereof, be deemed to
include their respective successors and permitted assigns); and
2. COPYTELE INTERNATIONAL LTD., a company incorporated under the laws of
the British Virgin Islands and having its registered office at Icaza
Xxxxxxxx-Xxxx & Xxxxxx, (BVI) Trust Limited, Xxxxxxxxxx Plaza, Second
Floor, Xxxxxxx Xxx 1, Road Town, Tortola, British Virgin Islands,
(hereinafter referred to as the "Purchaser", which expression shall,
unless repugnant to the context or meaning thereof, mean and include
its successors and permitted assigns).
(The Seller and the Purchaser will be hereinafter referred to collectively as
the "Parties" and individually as a "Party").
WHEREAS the parties have entered into an Agreement for purchase and sale of GDRs
("GDR Purchase Agreement") on 2nd November 2007 whereby the Seller has agreed to
acquire from the open market 1,495,845 Global Depository Receipts of Videocon
Industries Ltd. ("Sale GDRs") and to sell the Sale GDRs to the Purchaser; and
WHEREAS the parties wish to modify certain terms of the GDR Purchase Agreement.
NOW, therefore, in consideration of the premises and agreement herein contained
and intending to be legally bound hereby the parties hereby agree as follows:
ARTICLE I - MODIFICATIONS TO GDR PURCHASE AGREEMENT
Clause 1.2(e) of the GDR Purchase Agreement shall be added, to read as follows:
"(e) All references herein to this Agreement (including the words hereof,
herein, and similar constructions) shall mean this Agreement as amended by any
amendment, addendum, or supplement."
Clause 2.2 of the GDR Purchase Agreement shall now read as follows:
"The transactions shall be completed on or before 19th December 2007, as set out
in clause 4 hereof."
Clause 2.5 of the GDR Purchase Agreement shall now read as follows:
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"If Completion and the transfer of all of the Sale GDRs to Purchaser as provided
herein does not occur on or before the 19th December 2007, then, immediately
after 19th December 2007, the Seller shall cause all of the Purchase
Consideration advanced to Seller pursuant to Clause 2.4 hereof to be returned to
the Purchaser by issuing irrevocable instructions to Seller's bank to transfer
the Purchase Consideration to Purchaser's account at ICICI Bank UK PLC, London,
and to furnish a copy of such instructions, duly acknowledged by Seller's bank,
to the Purchaser."
Clause 4.1 of the GDR Purchase Agreement shall now read as follows:
Completion shall take place on or before 19th December 2007 ("Completion Date")
or on such other date as may be agreed to between the parties in writing.
ARTICLE II - GENERAL
The Parties acknowledge and agree that all of the terms, provisions, covenants
and conditions of the GDR Purchase Agreement shall hereafter continue in full
force and effect in accordance with the terms thereof, except to the extent
expressly modified, amended or revised herein. This Addendum shall be governed
and construed in accordance with the terms of the GDR Purchase Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Addendum to be
executed as a Deed on its behalf by its officers thereunto duly authorised, all
as of the date and year first above written.
FOR AND ON BEHALF OF
GLOBAL EPC VENTURES LIMITED
By: /s/ Sanjay Karaw
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Name: XXXXXX XXXXX
Title: AUTHORISED SIGNATORY
COPYTELE INTERNATIONAL LTD.
By: /s/ Xxxxx X. Xxxxxx
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Name: XXXXX X XXXXXX
Title: CHAIRMAN & CEO
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