AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT
Exhibit 4.12
AMENDMENT NO. 2
TO SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 2 to the SECURITIES PURCHASE AGREEMENT is entered into as of March 27, 2007 (this “Amendment”) by and among China Biologic Products, Inc., a Delaware corporation (formerly, GRC Holdings, Inc.) (“CBP”), its wholly-owned subsidiary Logic Express Limited (“Logic Express”) and its 82.76% owned subsidiary Shandong Missile Biologic Products Co., Ltd. (“Shandong Missile”), Ms. Xxx Xxxx Li and Xx. Xxx Xxxx Xxxx (together, the “Selling Stockholders”), and the investors signatory thereto (each an “Investor” and collectively, the “Investors”). Each of CBP, Logic Express, the Company, the Selling Stockholders and the Investors are referred to herein as a “Party” and collectively, as the “Parties”. Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Original Agreement (as defined below).
BACKGROUND
The Parties entered into a Securities Purchase Agreement, dated as of July 18, 2006 (as amended, the “Original Agreement”), pursuant to which each of the Investors purchased from the Company and the Selling Stockholders, the Shares, Selling Stockholder Shares and the Warrants representing each Investors Investment Amount. As a condition to the closing of the Original Agreement, the Parties agreed to place the Make Good Shares into escrow for the benefit of the Investors, pursuant to a Share Escrow Agreement, dated as of July 19, 2006, to be distributed to the Investors in the event that the Company fails to meet certain Performance Thresholds as set forth therein. Since the execution and delivery of the Original Agreement, GRC Holdings, Inc. has changed its name to China Biologic Products, Inc. and has reincorporated from the State of Texas to the State of Delaware. The Parties desire to enter into this Amendment to modify the terms of the Original Agreement as more specifically set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
I. References to GRC Holdings, Inc. All references to GRC Holdings, Inc., a Texas corporation (or “GRC”) in the Original Agreement are deleted in their entirety and in lieu thereof references to China Biologic Products, Inc., a Delaware corporation (or “CBP”) is inserted.
II. Amendment to Make Good Escrow Arrangement: Section 4.11 of the Original Agreement is amended to replace the second sentence in its entirety with the following:
“If required, the appropriate number of Make Good Shares will be delivered to the Investors within ten (10) Business Days of the date the audit report for the applicable period is delivered to the Investor Representative (such delivery of the financial statements referenced in (a)
and (b) above to the Investor Representative shall be no later than April 30, 2007 and March 31, 2008, respectively), otherwise if CBP has met the applicable threshold, the appropriate number of Escrow Shares shall be returned to Ms. Xxx Xxxx Li and Xx. Xxx Xxx Xxxxx within such ten (10) Business Day period.”
III. Agreement. In all other respects, the Original Agreement shall remain in full force and effect.
IV. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.
CBP: | |
China Biologic Products, Inc. | |
By: | /s/ Xxxxxxx Xxxx |
Xxxxxxx Xxxx | |
Chief Executive Officer | |
LOGIC EXPRESS: | |
Logic Express Limited | |
By: | /s/ Xxx Xxxx Li |
Xxx Xxxx Li | |
Director | |
SHANDONG MISSILE: | |
Shandong Missile Biologic Products Co., Ltd. | |
By: | /s/
Xxxx Xxx |
Xxxx Xxx | |
Chief Executive Officer |
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PAGES FOR SELLING STOCKHOLDERS AND INVESTORS FOLLOW]
Amendment No. 2 to Securities Purchase Agreement
SELLING STOCKHOLDERS: |
/s/ Xxx Xxxx Li |
MS. XXX XXXX LI |
/s/ Xxx Xxxx Xxxxx |
XX. XXX XXXX XXXX |
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PAGES FOR INVESTORS FOLLOW]
Amendment No. 2 to Securities Purchase Agreement
INVESTORS: | ||
Pinnacle China Fund, L.P. | ||
By: | /s/ Xxxxx X. Xxxx | |
Xxxxx X. Xxxx, | ||
Manager, Kitt China Management, L.L.C., | ||
the Manager of Pinnacle China Management, L.L.C., | ||
the General Partner of Pinnacle China Advisors, L.P., | ||
the General Partner of Pinnacle China Fund, L.P. | ||
Total number of Shares owned: | 2,110,818 |
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PAGE FOR OTHER INVESTOR FOLLOWS]
Amendment No. 2 to Securities Purchase Agreement
Capital Ventures International | ||
By: | Heights Capital Management, Inc., | |
its authorized agent | ||
/s/
Xxxxxx Xxxxxxxx |
||
Name: Xxxxxx Xxxxxxxx | ||
Title: Investment Manager | ||
Total number of Shares owned: | 322,216 |
Amendment No. 2 to Securities Purchase Agreement