EXHIBIT 10.7
SECOND AMENDMENT TO THE
SUBSCRIPTION AGREEMENT
BY AND BETWEEN JADE WEST INVESTMENT LIMITED
AND XXXXXXXX.XXX INC.
WHEREAS, XXXxxxxx.xxx Inc. (the "Company") and Jade West Investment
Limited (the "Investor") entered into a Subscription Agreement, dated December
4, 2000, as amended by a letter agreement dated December 15, 2000 (the
"Agreement") pursuant to which, on December 22, 2000, Investor purchased four
million (4,000,000) shares of the Common Stock, US $0.01 par value, of the
Company (the "Common Stock") (the "Purchase"); and
WHEREAS, for good and valuable consideration, the sufficiency of which
is hereby acknowledged, the Company and the Investor desire to amend Exhibit A
to the Agreement (the "Exhibit") to reflect facts mistakenly omitted therefrom
and to enter into this amendment to the Agreement (this "Amendment"), effective
as of December 4, 2000:
The Company and the Investor hereby agree as follows:
Article 1
AMENDMENT
1.1 The Exhibit is hereby amended to reflect the following additional
information:
(a) On March 28, 2000, the Company entered into an Offer to Lease
with Hewlett-Packard (Canada) Ltd. ("HP") pursuant to which HP has the right to
receive warrants to purchase shares of Common Stock contingent upon the Company
leasing equipment from HP. The approximate maximum number of shares of Common
Stock that HP would be entitled to receive upon exercise of the warrants that
may be issued would be 215,228. No such warrants have been issued to date, but
the Company anticipates that it will issue warrants to purchase approximately
13,412 shares of Common Stock in the near future.
(b) On October 27, 2000, the Company entered into an Agreement with
XXXxxxxx.xxx Pty Limited, PETCO Investments Pty Limited, ISEC Limited, and
Trevor Xxxx Xxxxxxx pursuant to which the Company is obligated to issue shares
of Common Stock in the following amounts to the following individuals or
entities:
332,604 PETCO Investments Pty Limited
412,500 ISEC Limited
79,896 Trevor Xxxx Xxxxxxx
No such shares of Common Stock have been issued to date, but the Company
anticipates that it will issue the shares of Common Stock in the near future.
Article 2
GENERAL PROVISIONS
2.1 Notwithstanding Section 2.2 hereof, the Company agrees that the
Investor's rights set forth in Section 1.1 of the Agreement shall apply as a
result of the information disclosed in Sections 1.1(a) and 1.1(b) hereof as if
one of the events described in Sections 1.1(a), 1.1(b), or 1.1(c) of the
Agreement occurred and the Investor shall, accordingly, have the right to
subscribe for such number of additional equity shares of capital of the Company
as set forth therein.
2.2. Except as set forth in Section 2.1 hereof, the Investor waives any and
all rights or claims under the Agreement relating to or arising out of the
Company's failure to include the matters set forth in Sections 1.1(a) and 1.1(b)
hereof in the Exhibit, including the right to indemnification set forth in the
final paragraph of Section 2.12 of the Agreement.
2.3 Except as set forth herein, the Agreement remains in full force and
effect. To the extent applicable, this Amendment shall be governed by the
"Miscellaneous Provisions" of Article 3 of the Agreement.
[SIGNATURE PAGE TO FOLLOW]
2
In witness whereof, the parties have executed this Amendment on January 30,
2001.
XXXxxxxx.xxx Inc.
By:
/s/ XXXXX XXXXXXXX
-------------------------
Xxxxx Xxxxxxxx
Chief Executive Officer
Jade West Investment Limited
By: Anscode Limited
Director
By:
/s/
-------------------------
Name:
Title: Director
3
