Attached files
| file | filename |
|---|---|
| 8-K - WUHAN GENERAL GROUP (CHINA), INC | v205717_8k.htm |
| EX-10.3 - WUHAN GENERAL GROUP (CHINA), INC | v205717_ex10-3.htm |
| EX-10.1 - WUHAN GENERAL GROUP (CHINA), INC | v205717_ex10-1.htm |
| EX-10.2 - WUHAN GENERAL GROUP (CHINA), INC | v205717_ex10-2.htm |
| EX-99.1 - WUHAN GENERAL GROUP (CHINA), INC | v205717_ex99-1.htm |
| EX-10.5 - WUHAN GENERAL GROUP (CHINA), INC | v205717_ex10-5.htm |
Exhibit
10.4
WAIVER
This WAIVER (this “Waiver”) is executed
by the undersigned holders (collectively, the “Undersigned”) of
Series A Convertible Preferred Stock of Wuhan General Group (China), Inc. (the
“Company”), to
be effective as of December 13, 2010.
RECITALS
WHEREAS,
reference is made to that certain Series A Convertible Preferred Stock Purchase
Agreement, dated as of February 7, 2007, by and among the Company and the
Purchasers listed on Exhibit A thereto, as amended (the “Purchase
Agreement”). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Purchase
Agreement;
WHEREAS,
under Section 3.20 of the Purchase Agreement, the Company covenants that Fame
Good International Limited (“Fame Good”) shall be
subject to the terms and provisions of a lock-up agreement in substantially the
form as Exhibit E thereto. Fame Good executed a Lock-Up Agreement,
dated February 7, 2007, as amended (the “Lock-Up”), whereby it
agreed not to transfer or otherwise dispose of any of the Company’s common
stock, $0.0001 par value per share (the “Common
Stock”);
WHEREAS,
the Company currently has Series A and B warrants outstanding (the “Warrants”)
representing the right to purchase an aggregate of 9,993,977 shares of the
Company’s Common Stock (the “Warrant
Stock”);
WHEREAS,
in order to reduce the overhang of the Warrants, each holder of the Warrants has
been provided the option to (i) exchange all or part of such holder’s Warrant
for the issuance by the Company of 0.5 shares of the Company’s Common Stock per
share of Warrant Stock underlying the Warrant (the “Warrant Exchange”)
pursuant to that certain Warrant Exchange Agreement dated as of even date
herewith and/or (ii) sell all or part of such holder’s Warrant to Fame Good for
$0.50 per share of Warrant Stock underlying the Warrant (the “Warrant Purchase”)
pursuant to that certain Warrant Purchase Agreement dated as of even date
herewith (the “Warrant
Purchase Agreement”);
WHEREAS,
Fame Good is eligible to participate in the Warrant Exchange with respect to any
Warrants that Fame Good purchases pursuant to the Warrant Purchase Agreement;
and
WHEREAS,
the Warrant Exchange and the Warrant Purchase are conditioned upon the
Undersigned agreeing to this Waiver.
NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the Undersigned hereby
agrees as follows:
Disposition of
Shares. The Undersigned waive any rights under Section 3.20 of
the Purchase Agreement and Sections 1 and 3 of the Lock-Up in connection with
the disposition of shares of the Company’s Common Stock by Fame Good subject to
the satisfaction at the time of such disposition of each of the following
conditions:
(i) the
bid price of the Company’s Common Stock equals or exceeds $4.00 per share
(subject to appropriate adjustment in the event of any stock dividend, stock
split, combination or other similar recapitalization);
(ii) Fame
Good disposes of its shares of the Company’s Common Stock pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the “Securities Act”) or an exemption from registration under the Securities
Act, for at least $4.00 per share (subject to appropriate adjustment in the
event of any stock dividend, stock split, combination or other similar
recapitalization);
(iii) the
aggregate number of shares of the Company’s Common Stock disposed of under this
Waiver does not exceed 10% of the shares of Common Stock owned by Fame Good or
its affiliates as of February 1, 2010;
(iv) Mr.
Xu Jie has not transferred, sold or otherwise disposed of 50% or more of Fame
Good’s share capital; and
(v) Fame
Good has not transferred, sold or otherwise distributed any of the Company’s
Common Stock to Fame Good’s shareholders or other affiliates.
[Signature
Pages Follow]
2
In accordance with Section 7.3 of the
Purchase Agreement, the undersigned, being holders of at least seventy-five
percent (75%) of the Series A Convertible Preferred Stock outstanding, hereby
agree to this Waiver.
|
VISION
OPPORTUNITY MASTER FUND, LTD.
|
|
|
By:
|
/s/ Adam Benowitz
|
|
Name: Adam
Benowitz
|
|
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Title: Director
|
|
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VISION
CAPITAL ADVANTAGE FUND LP
|
|
|
By:
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/s/ Adam Benowitz
|
|
Name: Adam
Benowitz
|
|
|
Title: Authorized
Signatory
|
|
[Signature
Page to Waiver]
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BLUE
RIDGE INVESTMENTS, L.L.C.
|
|
|
By:
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/s/ Chin Chin Teoh
|
|
Name: Chin
Chin Teoh
|
|
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Title: Authorized
Signatory
|
|
[Signature
Page to Waiver]
|
OLD
LANE CAYMAN MASTER FUND, LP
|
|
|
By:
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/s/ Mukesh Patel
|
|
Name: Mukesh
Patel
|
|
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Title: Managing
Director
|
|
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OLD
LANE US MASTER FUND, LP
|
|
|
By:
|
/s/ Mukesh Patel
|
|
Name: Mukesh
Patel
|
|
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Title: Managing
Director
|
|
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OLD
LANE HMA MASTER FUND, LP
|
|
|
By:
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/s/ Mukesh Patel
|
|
Name: Mukesh
Patel
|
|
|
Title: Managing
Director
|
|
[Signature
Page to Waiver]
|
QVT
FUND LP, by its general partner,
|
|
|
QVT
ASSOCIATES GP LLC
|
|
|
By:
|
/s/ Tracy Fu
|
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Name: Tracy
Fu
|
|
|
Title: Managing
Member
|
|
|
By:
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/s/ Yi Cen
|
|
Name: Yi
Cen
|
|
|
Title: Authorized
Signatory
|
|
|
QUINTESSENCE
FUND L.P.,
|
|
|
by
its general partner, QVT ASSOCIATES GP LLC
|
|
|
By:
|
/s/ Tracy Fu
|
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Name: Tracy
Fu
|
|
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Title: Managing
Member
|
|
|
By:
|
/s/ Yi Cen
|
|
Name: Yi
Cen
|
|
|
Title: Authorized
Signatory
|
|
[Signature
Page to Waiver]
|
TCW
AMERICAS DEVELOPMENT
ASSOCIATION,
LP
|
|
|
By:
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/s/ Penelope D. Foley
|
|
Name: Penelope
D. Foley
|
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Title: Managing
Director
|
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[Signature
Page to Waiver]
|
LIGHTHOUSE
CONSULTING LTD.
|
|
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By:
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/s/ Bai Ye Feng
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Name: Bai
Ye Feng
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|
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Title: Director
|
|
[Signature
Page to Waiver]