AMENDMENT AGREEMENT
AMENDMEDNT AGREEMENT, dated as of June 29, 2000 (this "Agreement"), by
and between EUROTECH, LTD., a District of Columbia corporation (the "Company"),
and XXXXXXXX LLC, a Cayman Islands limited liability company ("Xxxxxxxx").
WHEREAS, on April 24, 2000, the Company and Xxxxxxxx entered into a
Common Stock Purchase Agreement pursuant to which Xxxxxxxx was to pay to the
Company $10,000,000 and deliver to the Company certain other consideration, and
the Company was to issue to Xxxxxxxx 2,000,000 authorized but unissued shares of
its common stock; and
WHEREAS, in connection with that Common Stock Purchase Agreement,
Xxxxxxxx and the Company entered into a Registration Rights Agreement pursuant
to which the Company agreed to file by May 15, 2000 a registration statement to
permit the public resale of such 2,000,000 shares and certain other shares
issued or issuable to Xxxxxxxx; and
WHEREAS, on April 25, 2000, Xxxxxxxx remitted to the Company the sum of
$10,000,000, but the parties have continued their negotiations as to certain
other aspects of the transaction; and
WHEREAS, in connection with a purchase by Xxxxxxxx on December 31, 1999
of certain shares of the Company, the parties entered into an additional
agreement (the "Commitment Agreement") pursuant to which Xxxxxxxx agreed,
subject to and upon the terms and condition set forth in the Commitment
Agreement, to purchase from the Company additional shares of its common stock;
NOW THEREFORE, in consideration of the premises the parties hereby
agree as follows:
1. The Company shall not be required to file a registration statement
pursuant to the Registration Rights Agreement referred to above before September
15, 2000.
2. Because of continuing questions about the value of the other
consideration, Xxxxxxxx agrees to remit to the Company, promptly upon the
effectiveness of such registration statement and in consideration of the
issuance to Xxxxxxxx of such 2,000,000 and the other consideration, additional
$1,250,000.
3. The Commitment Agreement is amended so that the aggregate purchase
price of the Company's common stock that Xxxxxxxx may be required to purchase
pursuant thereto, including all such shares heretofore purchased by Xxxxxxxx, is
increased to $75,000,000.
4. In other respects, the referenced Common Stock Purchase Agreement,
Registration Rights Agreement and Commitment Agreement shall remain in effect as
originally executed and delivered.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
XXXXXXXX, LLC EUROTECH, LTD.
/s/ Xxx X. Xxxxxxxxx
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Xxx X. Xxxxxxxxx
President
