WAIVER AGREEMENT
THIS WAIVER AGREEMENT (this “
Agreement ”), dated as of August ____, 2009, is
entered into by and among Asian Financial, Inc., a Wyoming
Corporation (the “ Company ”), and the Investors
identified on the signature pages hereto (each, an “
Investor ” and collectively, the “
Investors ”).
WHEREAS, the Investors and the Company have
entered into (1) that certain Securities Purchase Agreement dated
as of October 24, 2006, as amended by the Amendment to Securities
Purchase Agreement dated as of November 28, 2007 (as amended, the
“ Amended Securities Purchase Agreement ”),
which pursuant to Sections 4.4 and 4.8 thereof restrict the filing
of any registration statement by the Company other than a resale
registration statement filed on behalf of the Investors in respect
of their Registrable Securities and requires the listing of the
Company’s shares as promptly as possible following the
effectiveness of that registration statement and (2) that certain
Registration Rights Agreement dated as of October 26, 2006 (the
“ Registration Rights Agreement ”), which
provides the Investors certain registration rights as described
therein;
WHEREAS, the Company intends to cause to be
declared effective, on or before December 31, 2009, a registration
statement on Form S-1 under the Securities Act relating to a
primary offering of its Common Stock (the “ Offering
”) on the New York Stock Exchange (the “ NYSE
Registration Statement ”);
WHEREAS, in order to permit the foregoing, (1)
certain rights described in the Amended Securities Purchase
Agreement are required to be waived by Holders of no less than a
majority interest of the outstanding Shares and (2) certain
registration rights described in the Registration Rights Agreement
are required to be waived by Holders of no less than a majority in
interest of the outstanding Registrable Securities;
WHEREAS, each of the Investors signatory hereto
holds in aggregate the number of Shares set forth on their
respective signature pages hereto, and collectively the Investors
signatory hereto hold in the aggregate Shares representing in
excess of a majority in interest of the outstanding Shares (in the
case of the Amended Securities Purchase Agreement) and the
Registrable Securities (in the case of the Registration Rights
Agreement);
NOW, THEREFORE, the parties hereby agree as
follow:
1. Defined Terms. Capitalized terms used
and not otherwise defined herein that are defined in the Amended
Securities Purchase Agreement and the Registration Rights Agreement
will have the meanings given such terms in the Amended Securities
Purchase Agreement and the Registration Rights
Agreement.
2. Registration and Listing. The Company
shall no later than December 31, 2009: (a) file the NYSE
Registration Statement with the Commission, (b) cause the NYSE
Registration Statement to be declared effective under the
Securities Act, and (c) cause its Common Stock to be listed on the
New York Stock Exchange.
3.&nbs
