AMENDMENT NO. 2 TO THE SUBSCRIPTION AGREEMENT
AMENDMENT
NO. 2 TO THE SUBSCRIPTION AGREEMENT
This
AMENDMENT NO. 2 TO THE SUBSCRIPTION AGREEMENT, effective as of this
16TH
day of
December, 2007, is made to that certain Subscription Agreement dated January
23,
2007, as amended by Amendment No. 1 on July 20, 2007 (“Agreement”), by and
between ASIA TIME CORPORATION (f/k/a SRKP 9, Inc.), a Delaware corporation
(the “Company”)
and
certain purchasers (each an “Investor”
and
together the “Investors”)
of the
Series A Convertible Preferred Stock (the “Series
A Stock”)
of the
Company, sold in that certain private placement (“Private Placement”) conducted
by the Company. Terms not defined in this Amendment shall have such meanings
as
set forth in the Agreement.
RECITALS
WHEREAS,
each of the undersigned Investors and the Company entered into the Agreement
providing for, among other things, registration rights for the Common Stock
underlying the Shares;
WHEREAS,
the Company, pursuant to Section 4 of the Agreement, agreed to use its
reasonable best efforts to cause the Registration Statement to become effective
within one hundred eighty (180) days after the Closing Date if the Registration
Statement is subject to a full review by the SEC;
WHEREAS,
Section 5.4 of the Agreement states that the terms of Section 4 of the Agreement
may be amended without the consent or approval of all of the Subscribers so
long
as such amendment applies in the same fashion to the subscription agreements
of
all of the other subscribers for Shares in the Offering and at least holders
of
a majority of the Shares sold in the Offering have given their approval of
such
amendment, which approval shall be binding on all holders of Shares;
and
WHEREAS,
the undersigned Investors hold an aggregate number of Shares that is more than
a
majority of the Shares sold in the Offering and each of the undersigned
Investors and the Company desire to amend Section 6 of the Agreement such that
the Company shall use its reasonable best efforts to cause the Registration
Statement to become effective on or before March 31, 2008.
NOW
THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree amend the Agreement as
follow:
AGREEMENT
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1.
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Section
4.1 of the Agreement is hereby amended and restated as
follows:
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4.1 Registration
Requirement.
Subject
to the terms and limitations hereof, the Company shall file a registration
statement on Form SB-2 or other appropriate registration document under the
Act
(the “Registration Statement”) for resale of the Common Stock underlying the
Shares, all shares held by the shareholders of the Company, excluding shares
held by the Westpark Affiliates, immediately prior to the Close (the
“Registrable Securities”) and shall use its reasonable best efforts to maintain
the Registration Statement effective for a period of twenty-four (24) months
at
the Company’s expense (the “Effectiveness Period”). The Company shall register
the Shares in such a Registration Statement no later than thirty (30) days
after
the Closing Date (the “Registration Filing Date”), and shall use reasonable best
efforts to cause such Registration Statement to become effective on or before
March 31, 2008. Subject to the conditions and limitations hereof, including
the
limitations set forth in Section 4.2, the Company’s failure to satisfy the
obligations specified in the immediately preceding sentence shall require the
Company to make a cash payment, as liquidated damages, to the Subscriber of
0.0333% of the Purchase Price of the Shares sold to the Subscriber under this
Subscription Agreement for each business day of such failure. For the avoidance
of doubt, any right to receive such cash payment shall be Subscriber’s sole and
exclusive remedy for the failure of the Company to satisfy the obligations
under
this Section 4.1.
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2.
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Except
as amended herein, the Agreement shall remain in full force and
effect.
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3. This
Amendment may be executed in any number of facsimile counterparts, each of
which
shall be an original, but which together constitute one and the same instrument.
[SIGNATURE
PAGES TO FOLLOW]
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
| ASIA TIME CORPORATION | ||
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| By: | /s/ Xxxxx Xxx Shun | |
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Name: Xxxxx Xxx Shun |
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Title:
Chief Executive Officer
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INVESTOR
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| Name of Investor: | ||
| Name of Signatory: | ||
| Title of Signatory: | ||
| Address: | ||
| Telephone: | ||
| Facsimile: | ||
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