EXHIBIT 10.20.4
XXXXXXXX LLC
Xxxxxxxxx Xxxxxx
Xxxx Xxx Xxxx
Xxxxx Xxxxxx, Xxxxxx Xxxxxxx
December 31, 1999
EUROTECH, Ltd.
0000 00xx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Re: EUROTECH, Ltd. (the "Company")
Gentlemen:
Reference is made to the Common Stock Purchase Agreement (the
"Purchase Agreement"), of even date hereof, between the Company and the
undersigned (the "Purchaser").
The Purchasers additionally commit, subject to and upon the terms
and conditions hereof, to purchase from the Company, and the Company may sell to
the Purchaser shares of Common Stock (the "Additional Shares") for an aggregate
purchase price of up to $22,000,000 at a price equal to 90% of the five (5)
lowest closing bid price as reported by Bloomberg LP of the Common Stock (not
necessarily consecutive) for the fifteen (15) trading days prior to each
Additional Closing.
The commitment of the Purchaser set forth in this letter is subject
to the terms, conditions and qualifications set forth below:
1. Additional Documentation. In order to effectuate a purchase and
sale of the Additional Shares, prior to their issuance, the Company and the
Purchasers shall enter into the following agreements: (a) a securities purchase
agreement (the "Additional Purchase Agreement") setting forth the terms and
conditions of the purchase and sale, and (b) a registration rights agreement
substantially identical to the Registration Rights Agreement (the "Additional
Registration Rights Agreement", and together with the Additional Purchase
Agreement, collectively the "Additional Transaction Documents"). The Purchaser
shall prepare the Additional Transaction Documents.
2. The Additional Closing. (i) The Company shall have the right to
deliver one or more written notices to the Purchaser (the "Additional Financing
Notice") requiring such party to buy the Additional Shares for an aggregate
purchase price of $22,000,000 (the "Additional Purchase Price"), but not less
than $800,000 or to exceed $4,000,000 per Additional Financing Notice. An
Additional Financing Notice may be delivered no earlier than twenty (20) Trading
Days following the Effective Date or thirty (30) Trading Days following the
prior Additional Financing Notice. The closing of the purchase and sale of the
Additional Securities (the "Additional Closing") shall take place at the offices
of Xxxxxxx & Prager, LLP, Suite 1440, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on
the fifteenth (15) Business Day after the Additional Financing Notice is
received by the Purchasers or the Company, as the case may be, or on such other
date as otherwise agreed to by the parties hereto; provided, however, that in no
case shall the Additional Closing take place unless and until all of the
conditions listed in Section 3 of this letter and the Additional Purchase
Agreements shall have been satisfied by the Company or waived by the Purchasers.
The date of the Additional Closing is hereinafter referred to as the "Additional
Closing Date." Notwithstanding anything to the contrary contained in this
letter. Purchaser may designate an Affiliate thereof to acquire all or any
portion of the Additional Shares.
(ii) At the Additional Closing, the parties shall deliver or
shall cause to be delivered the following: (a) the Company shall deliver to (x)
Purchaser or its designated Affiliate, (1) the number of Additional Shares
registered in the name of Purchaser or its
valid and binding obligation of the party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such
facsimile signature page were an original thereof.
Please indicate your agreement with the foregoing by executing a
countersigned copy of this letter and returning the same to our attention,
whereupon effective immediately thereafter this letter shall become a legally
valid and binding agreement between the Purchaser and the Company.
We look forward to our continuing relationship.
Sincerely,
XXXXXXXX LLC
By: /s/
----------------------------
Name:
Title:
Agreed and accepted
December 31, 1999
EUROTECH, LTD.
By: /s/ Xxx X. Xxxxxxxxx
--------------------------
Name: Xxx X. Xxxxxxxxx
Title: President & CEO
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