EXHIBIT 1
TERMINATION AND MODIFICATION TO REPRICING RIGHTS AGREEMENT
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(SERIES A CONVERTIBLE PREFERRED STOCK)
THIS TERMINATION AND MODIFICATION TO THE REPRICING RIGHTS
AGREEMENT is made as of the 30th day of September, 2002, by and between
EUROTECH, LTD., a District of Columbia Corporation (the "Company"), and XXXXXXXX
LLC, a Cayman Islands entity ("Investor").
WHEREAS, the parties hereto have executed and delivered a Securities
Purchase Agreement dated as of February 1, 2002 with respect to the Series A
Convertible Preferred Stock of the Company (the "Securities Purchase
Agreement"), and
WHEREAS, on May 7, 2002 the parties hereto executed and delivered a
Restated Amendment to the Repricing Rights Agreement effective as of April 12,
2002 to the Repricing Rights Agreement dated February 1, 2002 (as so amended,
the "Repricing Rights Agreement").
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the parties hereto agree as follows:
1. Except as the context may otherwise require, terms not otherwise
defined herein shall have the meaning ascribed to them in the Repricing Rights
Agreement, the Securities Purchase Agreement, or the Certificate of Designation
for the Series A Convertible Preferred Stock dated February 1, 2002.
2. The Repricing Rights Agreement, and all repricing rights with
respect to the Series A Convertible Preferred Stock are hereby deemed satisfied
in full upon the delivery of the 17,000 shares of Series B 5% Convertible
Preferred Stock of the Company in accordance with the Securities Exchange and
Purchase Agreement between the parties of even date herewith (the "Exchange
Agreement").
3. Company agrees to deliver, within ten (10) business day of the date
hereof, a certificate for five hundred (500) shares of Series A Convertible
Preferred Stock due to Investor, for which payment has already been made.
4. Except as specifically set forth herein, nothing contained herein
shall in any way be deemed to effect or modify the representations, warranties,
rights and obligations of the respective parties as set forth in the Securities
Purchase Agreement or the Certificate of Designation for the Series A
Convertible Preferred Stock.
5. To the extent that the context may require, this Agreement
supersedes the Repricing Rights Agreement and any prior relevant agreements
executed between the parties.
6. The Board of Directors of the Company shall promptly (and in any
case, within 45 Business Days from the date hereof) use their best efforts to
prepare and mail to the stockholders of the Company proxy materials requesting
authorization to redomicile the Company in the State of Delaware and
simultaneously amend the Company's articles of incorporation to increase the
number of shares of Common Stock which the Company is authorized to issue to at
least such number of shares as reasonably requested by the Investor in order to
provide for such number of authorized and unissued shares of Common Stock to
enable the Company to comply with its issuance, exercise and reservation of
shares obligations as set forth in this Agreement. In connection therewith, the
Board of Directors shall (a) adopt proper resolutions authorizing such increase,
(b) recommend to and otherwise use its best efforts to promptly and duly obtain
stockholder approval to carry out such resolutions (and hold a special meeting
of the stockholders no later than the earlier to occur of the 60th day after
delivery of the proxy materials relating to such meeting and (b) within five (5)
Business Days of obtaining such stockholder authorization, file an appropriate
documents to the Company's articles of incorporation to evidence such actions.
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IN WITNESS WHEREOF, the parties have executed this agreement as of the
date first above written.
EUROTECH, LTD.
By: ______________________________________
Name: ___________________________________
Title: ____________________________________
XXXXXXXX LLC
By: ______________________________________
Name: ___________________________________
Title: ____________________________________
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