SCHEDULE 5
----------
REGISTRATION RIGHTS
-------------------
EXHIBIT 10.20.19
EUROTECH, LTD.
00000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX. 00000
December 28, 2001
Xxxxxxxx, LLC
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
Gentlemen:
1. This will confirm our understanding as follows. Pursuant to the
terms of the Common Stock Purchase Agreement dated April 24, 2000, as amended to
date (the "2000 SPA"), Xxxxxxxx has certain repricing rights. With respect to
Tranche B thereunder, December 31, 2001, the Company shall issue to Purchaser
2,500,000 additional shares in full satisfaction of its obligations with respect
to the Second Repricing Period (the "Second Repriced Shares").
2. With respect to number of additional shares issuable pursuant to the
Third through Sixth Repricing Periods of said Tranche B, the number or shares
shall be reduced or increased, as the case may be and in four equal
installments, by the amount that the number of Second Repriced Shares are
greater than (in which case there shall be a reduction) or less than (in which
case there shall be an increase) the number of shares exceeding zero determined
according to the following formula:
(3.76- Measurement Period Price) x (333,333)/ Measurement Period
Price), where the Measurement Period price is the average Closing Bid
Price for the twenty (20) Business Days during the period commencing on
January 1, 2002, and end twenty (20) Business Days after such date. For
the purposes hereof, a Business Day shall be defined as a day when the
Principal Market for the Common Stock is open and the Registration
Statement, as hereinafter defined, has not been suspended or withdrawn.
3. The previously agreed upon postponement of repricing periods of said
Tranche B is otherwise still in effect and is expected to be memorialized in the
agreement presently under negotiation between Eurotech and Xxxxxxxx.
4. Eurotech and the Xxxxxxxx covenant and agree that the consideration
paid by Xxxxxxxx pursuant to the 2000 SPA is the consideration paid for the
initial shares of Common Stock issued pursuant thereto and the shares of Common
Stock issuable pursuant to the repricing right granted pursuant thereto.
Eurotech shall be under no obligation to issue additional shares pursuant to the
Third through Sixth Repricing Periods of said Tranche B to the extent that the
number of such additional shares shall exceed the product of the purchase price
paid pursuant to the 2000 SPA and the current par value of the Common Stock.
Eurotech covenants and agrees that it will not without the prior written consent
of Xxxxxxxx increase the par value of its Common Stock until 90 days after the
end of the Sixth Repricing Period of said Xxxxxxx X.
5. Eurotech agrees to deliver on or before December 31, 2001, to
Xxxxxxx & Xxxxxx LLP one or more stock certificates, without restrictive legend,
evidencing the Second Repriced Shares. The parties agree that Xxxxxxx & Xxxxxx
LLP shall receive and hold the Second Repriced Shares in escrow, as escrow
agent, solely for the purpose of effectuating sales of the Second Repriced
Shares by Xxxxxxxx in accordance with Paragraph 6 hereof and for no other
purpose and that the Second Repriced Shares are restricted shares and may not
otherwise be transferred unless and until the certificate or certificates for
such shares are returned to Eurotech and reissued with an appropriate
restrictive legend and are transferred only in accordance with such restrictive
legend.
6. Xxxxxxxx represents that it shall not sell or otherwise transfer the
Second Repriced Shares unless (a) (i) Registration Statement No. 333-44086, as
amended (the "Registration Statement"), shall then be effective, (ii) any sale
is accompanied by delivery of the prospectus which is included in the
Registration Statement in accordance with applicable law, and (iii) any such
sale shall be to a third party which is not an affiliate of the Company or (b)
unless such shares have been returned to Eurotech and reissued with an
appropriate restrictive legend and are transferred only in accordance with such
restrictive legend.
7. Xxxxxxxx represents that, as of the date hereof, there remain
available for sale at least 2,500,000 shares pursuant to the Registration
Statement.
8. 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 prior
agreements between the parties. As hereby modified and amended, such prior
agreements remain in full force effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
If the above accurately sets forth our understanding, would you please
sign and return a copy of this letter.
Very truly yours,
EUROTECH LTD.
By: /s/ Xxx X. Xxxxxxxxx
--------------------------
Its President and CEO
AGREED TO:
XXXXXXXX LLC
By: Xxxxx X. Xxxx
--------------------------------------
Its Director, Navigator Management Ltd
Solely with respect to Paragraph 5
XXXXXXX & XXXXXX LLP
By: /s/ Xxx Xxxxxxx
---------------
AGREED TO AND ACCEPTED:
EUROTECH LTD.
BY: /S/ XXX X. XXXXXXXXX
--------------------
END OF FILING