Exhibit 10.1
AMENDMENT NO. 2 TO
THE SECURITIES PURCHASE AGREEMENT
This AMENDMENT TO THE SECURITIES
PURCHASE AGREEMENT (this “Amendment”) is made as of
August 21, 2009 (the “Effective Date”), by and among
VIASPACE Inc., a Nevada corporation (“Parent”),
VIASPACE Green Energy Inc., a British Virgin Islands international
business company and a wholly-owned subsidiary of Parent
(“Acquirer”), Sung Hsien Chang, an individual
(“Shareholder”), and China Gate Technology Co., Ltd., a
Brunei Darussalam company (“Licensor”), with respect to
the following facts:
A. The parties entered into that
certain Securities Purchase Agreement, dated as of October 21, 2008
(as amended by that Amendment to Securities Purchase Agreement
dated on or about June 17, 2009, the “Agreement”),
pursuant to which, among other things, Acquirer acquired from
Shareholder a controlling interest in Inter-Pacific Arts Corp., a
British Virgin Islands international business company (“IPA
BVI”) in exchange for its shares and shares of the Parent.
Capitalized terms not defined herein shall have the meanings given
such terms in the Agreement.
B. The parties desire to amend
the Agreement in certain respects, all as hereinafter provided.
NOW, THEREFORE, in consideration of
the foregoing, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree to amend the Agreement as follows:
1. Assignment of VIASPACE
Securities . Parent hereby irrevocably assigns to Shareholder
the Parent Shares and irrevocably assigns to Licensor the First
Closing Licensor Shares. The foregoing assignments shall be deemed
effective as of the First Closing Date. Licensor agrees to limit
sales of First Closing Licensor Shares to a maximum of 8,800,000
shares in any 90-day period.
2. Amendments to
Agreement .
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(a)
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Section 2.3 of the Agreement is hereby
amended to read in full as follows:
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“2.3 Second Closing . The Second Closing
shall be held at the RP Office on the date at or before
November 21, 2009 (the “Second Closing Deadline”)
or at such date that Parent, Acquirer, Shareholder and Licensor may
agree in writing (the “Second Closing Date”). If
Acquirer’s Registration Statement is declared effective by
the SEC on or before November 21, 2009, The Second Closing
Deadline will be extended until December 21, 2009.
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(b)
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Section 2.7 of the Agreement is hereby
amended to read in full as follows:
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“2.7
Failure to Close Second Closing . Subject to the
provisions of Section 10.2, if the parties fail to close the
Second Closing by the Second Closing Deadline:
(a) the
receiving parties shall return to the delivering parties all
documents, agreements and certificates received in accordance with
Section 2.2, other than the Parent Shares and the First Closing
Licensor Shares;
(b) any and
all documents, agreements and certificates delivered in accordance
with Section 2.2, other than in respect of the Parent Shares
and the First Closing Licensor Shares, shall be deemed void and of
no effect; and
(c)
this
