Section I-1 Clause Samples

Section I-1. A. of the Sponsor Agreement is hereby amended to read in its entirety as follows: I-1 Sponsors’ Conditional Shares. A. Each Sponsor agrees that the number of HMAUF Shares owned by such Sponsor and set forth opposite such Sponsor’s name in the column captioned “Conditional Shares” on Exhibit A-1 to the Sponsor Agreement (the “Conditional Shares”) shall be returned to the Company and cancelled unless on or before December 31, 2013, or such earlier date as the conditions set forth in clauses (2) and (3) below are met (the “Measurement Date”), each following conditions shall have been met (collectively, the “Conditions”), provided, however, in the event the Conditions set forth in clauses (1) and (2) have been met but less than US$15 million in gross proceeds of equity has been raised in accordance with clause (3) below, the Conditional Shares shall not be returned to the extent of the equity raised from the efforts of Sponsor Representatives (as defined below), on a pro rata basis (e.g., in the event US$12 million of gross proceeds is raised, only 20% of the Conditional Shares shall be returned). The parties recognize that, as of the execution date of the Amendment, US$7,068,000 in gross proceeds of equity has been raised, and as a result, 361,327 Conditional Shares have been earned by the Sponsors: (1) from the Closing Date until the Measurement Date, R▇▇▇▇▇ Eu and J▇▇▇ ▇▇▇▇ (together, the “Sponsor Representatives”) shall have provided to the Company without compensation to the Sponsor Representatives or their Affiliates (other than the reimbursement of reasonable business expenses, upon presentation of appropriate documentation for financial reporting and tax purposes of the incurrence of such expenses on behalf of the Company), at the Company’s request, the following services for no fewer than 30 hours per month in the aggregate (it being understood that if the Company does not request services, the Sponsors Representatives shall not be required to provide services): • Investor and public relations services (including the drafting/review of press releases and assisting with road shows, including appearing at road shows with members of management); • Assisting with the coordination of other advisors; • Assisting the Company with listing on the Nasdaq Global Market or the Nasdaq Global Select market (or, if the Nasdaq Global Market or Global Select Market does not continue to exist, the global market closest in scope and qualifications to the Nasdaq Global M...

Section I-1. I-1. Total Amount from the Supplier's Response.