EXHIBIT 10.1
AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
This AMENDMENT TO SECURITIES PURCHASE
AGREEMENT (this “Amendment”) is made as of
June 22, 2009 (the “Effective Date”), by and among
by and among, VIASPACE Inc., a Nevada corporation
(“Parent”), VIASPACE Green Energy Inc., a British
Virgin Islands international business company and a majority-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
(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. Extension of Second
Closing .
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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 August 21, 2009 or at such date
that Parent, Acquirer, Shareholder and Licensor may agree in
writing (the “Second Closing Date”).
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(b)
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The first sentence of 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 August 21, 2009:
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(c)
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The first sentence of Section 10.1(c) of
the Agreement is hereby amended to read in full as follows:
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“(c) Acquirer shall use its best efforts to qualify its
Common Stock for quotation on a Trading Market (as defined below)
as soon as practicable, but in no event later than August 21,
2009 or the 90th day after the effectiveness of the Registration
Statement on Form S-1 registering some or all of Acquirer Common
Stock or on Form 10 (such date, the &ld
