Amended and Restated Contribution Agreement By and Among Sanders Morris Harris Group Inc., SMH Capital Inc., Pan Asia China Commerce Corp., Fletcher International, Ltd., Madison Williams Capital LLC and Madison Williams and Company LLCContribution Agreement • November 12th, 2009 • Sanders Morris Harris Group Inc • Investment advice • Texas
This AMENDED AND RESTATED CONTRIBUTION AGREEMENT (“Agreement”), dated as of ________, 2009, is entered into by and among Sanders Morris Harris Group Inc., a Texas corporation (“SMHG”), SMH Capital Inc., a Texas corporation (the “Company”), and a wholly-owned subsidiary of SMHG, Pan Asia China Commerce Corp., a Delaware corporation (“PAC3”), Fletcher International, Ltd., a company domiciled in Bermuda (“Fletcher”), Madison Williams Capital LLC, a New York limited liability company formerly known as Siwanoy Capital, LLC (“Madison Williams”) and Madison Williams and Company LLC, a New York limited liability company formerly known as Siwanoy Securities, LLC (“New BD”), and a wholly-owned subsidiary of Madison Williams.
AGREEMENTAgreement • November 12th, 2009 • Sanders Morris Harris Group Inc • Investment advice • New York
Sanders Morris Harris Group Inc., a Texas corporation (together with its successors, the “Company”), for value received, hereby certifies that Fletcher International, Ltd., a company domiciled in Bermuda (together with its successors, “Fletcher”), or its registered assigns, the registered holder (the “Holder”), is entitled to purchase from the Company up to the Warrant Amount (as defined below), subject to the adjustments contained in this warrant certificate (this “Certificate”) or the Agreement between the Company and Fletcher dated as of November 8, 2009 (the “Agreement”), of duly authorized, validly issued, fully paid and nonassessable shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), of the Company at the then-prevailing Warrant Price (as defined below) at any time or from time to time during the Warrant Term (as defined below), all subject to the terms, conditions and adjustments set forth below in this Certificate and in the Agreement.
