Attached files
| file | filename |
|---|---|
| 10-K - GENERAL STEEL HOLDINGS INC | v177331_10k.htm |
| EX-23 - GENERAL STEEL HOLDINGS INC | v177331_ex23.htm |
| EX-21 - GENERAL STEEL HOLDINGS INC | v177331_ex21.htm |
| EX-3.2 - GENERAL STEEL HOLDINGS INC | v177331_ex3-2.htm |
| EX-3.3 - GENERAL STEEL HOLDINGS INC | v177331_ex3-3.htm |
| EX-31.2 - GENERAL STEEL HOLDINGS INC | v177331_ex31-2.htm |
| EX-32.1 - GENERAL STEEL HOLDINGS INC | v177331_ex32-1.htm |
| EX-31.1 - GENERAL STEEL HOLDINGS INC | v177331_ex31-1.htm |
| EX-3.5 - GENERAL STEEL HOLDINGS INC | v177331_ex3-5.htm |
Exhibit
10.12
AMENDMENT
TO SECURITIES PURCHASE AGREEMENT
Amendment to Securities Purchase
Agreement dated as of October 5, 2009 (this “Amendment”), to the Securities
Purchase Agreement, dated as of December 13, 2007 (the “Agreement”), by and among
General Steel Holdings, Inc., a Nevada corporation, with headquarters located at
Room 2315, Kun Tai International Mansion Building, Yi No 12, Chao Yang Men Wai
Ave., Chao Yang District, Beijing 100020, People's Republic of China
(the “Company”),
Zuo Sheng Yu and certain investors listed on the Schedule of Buyers attached
thereto (the “Buyers”).
WITNESSETH:
WHEREAS, in accordance with Section
9(e) of the Agreement, the Company and the holders of at least a majority of the
aggregate number of Registrable Securities (as defined in the Registration
Rights Agreement) (the “Required Holders”), on behalf
of the Buyers, wish to amend the terms of the Agreement as provided in Section I
below; and
WHEREAS, unless otherwise defined
herein, capitalized terms used but not defined herein shall have the meanings
assigned to them in the Agreement.
NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION
I
AMENDMENT
Section 4(o) of the Agreement is hereby
amended by adding the following sentence to the end thereof:
“Notwithstanding
anything to the contrary contained herein, the requirements of this Agreement
with respect to obtaining the Shareholder Approval may also be satisfied by
written consent in lieu of a meeting obtained in accordance with the constituent
documents of the Company and applicable law and once such consent is obtained,
any and all requirements hereunder to obtain the Shareholder Approval, or hold
meetings with respect thereto, shall be deemed satisfied in full.”
SECTION
II
MISCELLANEOUS
1. No Other Amendments;
Effectiveness. Except as set forth in this Amendment, the Agreement is
ratified and confirmed in all respects. This Amendment does not need to be
signed by all of the entities listed on the signature pages attached
hereto. This Amendment shall be effective as of the date hereof and
shall be effective when executed by the Company and the Required
Holders. In the event that any Buyer entities listed on the signature
pages hereto do not sign this Amendment, this shall have no impact on, and shall
not diminish in any manner, the effectiveness hereof so long as this Amendment
is executed by the Company and Buyer entities that are the holders of at least a
majority of the aggregate number of Registrable Securities.
2. Governing Law. This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York, regardless of the laws that might otherwise govern under
applicable principles of conflict of laws thereof.
3. Counterparts. This
Amendment may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parties.
4. Successors and
Assigns. Subject to any applicable requirements for transfer
set forth in the Agreement, this Amendment shall inure to the benefit of and be
binding upon the permitted successors and assigns of each of the parties
hereto.
[signature page
follows]
IN WITNESS WHEREOF, the
Company has caused its signature page to this Amendment to be duly executed as
of the date first written above.
|
COMPANY:
|
|
|
GENERAL
STEEL HOLDINGS, INC.
|
|
|
By:
|
/s/
Zuosheng Yu
|
|
Name:
Zuosheng Yu
|
|
|
Title:
Chief Executive
Officer
|
|
Signature
Page of the Amendment to Securities Purchase Agreement
IN WITNESS WHEREOF, each
entity signing below has caused its respective signature page to this Amendment
to be duly executed as of the date first written above.
|
CAPITAL
VENTURES INTERNATIONAL
|
|
|
By:
|
/s/
Martin Kobinger
|
|
Name:
|
Martin
Kobinger
|
|
Title:
|
Investment
Manager
|
|
HUDSON
BAY FUND, LP
|
|
|
By:
|
/s/
Yoav Roth
|
|
Name:
|
Yoav
Roth
|
|
Title:
|
Authorized
Signatory
|
|
HUDSON
BAY OVERSEAS FUND, LTD.
|
|
|
By:
|
/s/
Yoav Roth
|
|
Name:
|
Yoav
Roth
|
|
Title:
|
Authorized
Signatory
|
|
WHITEBOX
INTERMARKET
|
|
|
PARTNERS,
LP
|
|
|
By:
|
Whitebox
Intermarket Advisors LLC
|
|
By:
|
Whitebox
Advisors LLC
|
|
By:
|
/s/
Jonathan Wood
|
|
Name:
|
Jonathan
Wood
|
|
Title:
|
Chief
Operating Officer/Director
|
|
WHITEBOX
HIGH YIELD
|
|
|
PARTNERS,
LP
|
|
|
By:
|
Whitebox
High Yield Advisors LLC
|
|
By:
|
Whitebox
Advisors LLC
|
|
By:
|
/s/
Jonathan Wood
|
|
Name:
|
Jonathan
Wood
|
|
Title:
|
Chief
Operating
Officer/Director
|
Signature
Page of the Amendment to Securities Purchase Agreement
[continued
on following page]
IN WITNESS WHEREOF, each
entity signing below has caused its respective signature page to this Amendment
to be duly executed as of the date first written above.
|
WHITEBOX
CONVERTIBLE ARBITRAGE PARTNERS, LP
|
|
|
By:
|
Whitebox
Convertible Arbitrage
Advisors
LLC
|
|
By:
|
Whitebox
Advisors LLC
|
|
By:
|
/s/
Jonathan Wood
|
|
Name:
|
Jonathan
Wood
|
|
Title:
|
Chief
Operating
Officer/Director
|
|
DRE PARTNERS,
L.P.
|
|
|
By:
|
Whitebox
Hedged High Yield Advisors LLC
|
|
By:
|
Whitebox
Advisors LLC
|
|
By:
|
/s/
Jonathan Wood
|
|
Name:
|
Jonathan
Wood
|
|
Title:
|
Chief
Operating Officer/Director
|
|
By:
|
Whitebox
Convertible Arbitrage
Advisors
LLC
|
|
F
CUBED PARTNERS, L.P.
|
|
|
By:
|
Whitebox
Combined Advisors LLC
|
|
By:
|
Whitebox
Advisors LLC
|
|
By:
|
/s/
Jonathan Wood
|
|
Name:
|
Jonathan
Wood
|
|
Title:
|
Chief
Operating
Officer/Director
|
Signature
Page of the Amendment to Securities Purchase Agreement