|
Execution Copy
FIRST AMENDMENT AGREEMENT
(all
non-Group A Preferred Share Investor
Shareholders)
This
FIRST AMENDMENT AGREEMENT (this
“
Amendment
” )
is entered into as of this 4th day of October, 2007 by and among
Omnia Luo Group Limited, a British Virgin Islands company (the
“
Company ”),
Luo Zheng (PRC Identity Card No. 420102700621032) (the
“
Guarantor ”),
and certain holders of the Company’s Preferred Shares (as
such term is defined herein) who are signatories to this Amendment
(each a “
Shareholder ”
and, collectively, the “
Shareholders” ).
This
Amendment shall be effective upon the date and time (the
“
Effective Time ”)
which is the last to occur of the consummation of the Reverse
Acquisition and 2007 Private Placement (each as defined below). All
defined terms used herein and not otherwise defined herein have
their respective meanings as set forth in the Original Agreements
(as defined below). This Amendment shall terminate and be of no
force and effect if the Reverse Acquisition and 2007 Private
Placement (each as defined below) shall not both have been
consummated by December 31, 2007.
JAIC-CROSBY
Greater China Investment Fund Limited, a Cayman Islands
company (the “
Group A Preferred Share Investor ”
or a “
Shareholder ”),
the lead investor in the Company’s Preferred Shares, and the
holder of a majority of the Company’s Preferred Shares, is a
signatory to a parallel amendment to the Original Agreements (as
defined below) relating to the Group A Preferred Share
Investor’s special rights under the Original Agreements,
which parallel amendment, by reason of the Group A Preferred Share
Investor’s rights under the Original Agreements and in
consideration of its agreement to waive or modify them, provides
the Group A Preferred Share Investor with certain additional
benefits.
The
holders of the Company’s Preferred Shares who are
signatories to this Amendment, and the Group A Preferred Share
Investor are each referred to as a “
Shareholder ”
and, collectively, as the “
Shareholders. ”
RECITALS
WHEREAS,
the Shareholders ,
by purchase transactions consummated pursuant to individual
preferred stock purchase agreements and a shareholders
agreement dated as of December 15, 2006 and December 20, 2006
(the “
Original Agreements ”),
are the holders of an aggregate of 2,147 convertible preferred
shares (the “
BVI Preferred Shares ”)
and detachable warrants to purchase up to $365,940 in ordinary
shares (the “
BVI Warrants ”),
of the Company ;
and
WHEREAS,
each
BVI Preferred Share was to be automatically converted upon the
later to occur of a “Qualified Listing” and
“Qualified Offering”, and each of the BVI Warrants
issued in connection with the issuance of BVI Preferred Shares
is exercisable, at any time, commencing with the later to
occur of a Qualified Listing and Qualified Offering, for a
two-year period, in cash for the purchase of the
Company’s ordinary shares, at a per share exercise price
equal to the per share price paid pursuant to the next equity
financing round of the Company following completion of the
First Round Financing; and
WHEREAS,
the
issuance of the BVI Preferred Shares constituted a First Round
Financing (as defined in the Original Agreements);
and
WHEREAS,
the Company and its shareholders propose to enter into a
binding share exchange agreement with Wentworth II, Inc., a
Delaware corporation (the “
Parent ”)
which when consummated, concurrently and conditional on the 2007
Private Placement(as defined herein) will result in a reverse
acquisition of the Parent by the Company, in which the Company
shall become a wholly-owned subsidiary of the Parent, and
shareholders of the Company will exchange all of their shares of
the Company for shares representing 93.75% of the issued and
outstanding shares of the Parent (the “
Reverse Acquisition ”),
and each of the BVI Warrants will be exchanged for new warrants to
purchase common stock of the Parent, exercisable at any time during
a two-year period commencing with the date on which there is an
OTCBB quotation or NASDAQ listing of the Parent’s common
stock, at the price per share of Parent common stock paid by
investors in the 2007 Private Placement (as defined below), and
otherwise containing terms substantially identical to the terms of
the BVI Warrants; and
WHEREAS,
concurrently with and conditional on the consummation of the
Reverse Acquisition, the Parent will issue (i) not less than
3,200,000 shares and not more than 4,920,000 shares of the
Parent’s common stock, and (ii) warrants to purchase an
aggregate of not less than 3,200,000 shares and not more than
4,920,000 of the Parent’s common stock, for an aggregate
purchase price of $4 to $6.15 million, to several accredited
investors in a private placement, with resale registration
rights (the “2007 Private Placement”);
and
WHEREAS,
the consummation of the proposed 2007 Private Placement will
constitute a “Qualified Offering”
;
and
WHEREAS,
the consummation of the Reverse Acquisition and 2007 Private
Placement will confer substantial benefits upon the
Shareholders; and
WHEREAS,
it is a condition of the 2007 Private Placement and Reverse
Acquisition that all BVI Preferred Shares shall have converted
to ordinary shares immediately prior to the consummation of
the Reverse Acquisition and 2007 Private Placement;
and
WHEREAS,
the parties acknowledge and agree that although the Company
and the Parent will have obtained at the time of the closing
of the Reverse Acquisition and 2007 Private Placement a firm
commitment of a registered market-maker who shall undertake
responsibilities for the quotation of the Parent’s
shares on the OTC Bulletin Board in the United States, and
that such quotation shall extend to shares of common stock of
the Parent representing at least 10% of the Company once such
shares are registered for resale with the United States
Securities and Exchange Commission or otherwise saleable under
SEC Rule 144 or another available exemption from registration,
nonetheless, they have a bona fide disagreement as to whether
the Reverse Acquisition under such circumstances would or
would not constitute a “Qualified Listing” under
the terms of the Original Agreements, and wish to resolve such
disagreement in a mutually beneficial manner; and
WHEREAS,
in exchange for good and valuable consideration, the Company
and each Shareholder are willing to modify certain provisions
of the Original Agreements in order to facilitate mutually
beneficial transactions.
AGREEMENT
NOW,
THEREFORE, in consideration of the promises and mutual
covenants contained herein, and in exchange for value
received, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows,
effective as of the Effective Time:
1.
Amendment.
(a)
Deemed Qualified Listing and Qualified Exit .
The (i) consummation of the Reverse Acquisition shall be deemed to
constitute a “Qualified Listing” under
the Original Agreements ,
notwithstanding
the absence of a public market price quotation for the common
stock of
the Parent immediately after the closing of such transactions, and
(ii) the concurrent consummation of the Reverse Acquisition and the
2007 Private Placement shall be c ollectively
deemed to constitute the closing of a “Qualified Exit”
under the Original Agreements, except
that
|
