ADDENDUM No. 1 to STOCK PURCHASE AGREEMENT, dated as of May 23, 2008 (this “Addendum”), by and between Grail Investment Corp., a Delaware corporation (the “Company”), and Grail Chalice SPAC Holdings LLC (“Purchaser”).Stock Purchase Agreement • July 25th, 2008 • Grail Investment Corp. • Blank checks
The parties to the Stock Purchase Agreement, dated as of December 28, 2007, by and between the Company and Purchaser (the “Existing Agreement”) wish to amend the Existing Agreement to the extent (and only to the extent) provided herein. All capitalized terms used and not otherwise defined in this Addendum shall have the meaning set forth in the Existing Agreement.
CONTINGENT VALUE RIGHTSGrail Investment Corp. • July 25th, 2008 • Blank checks
Each contingent value right (“CVR”) entitles the holder to receive an amount (the “CVR Consideration”) equal to the product of (a) the lesser of: (1) the amount, if any, by which $11.00 exceeds the arithmetic average of the daily volume weighted average price of the common stock, par value $.0001 per share (“Common Stock”), of Grail Investment Corp., a Delaware Corporation (the “Company”), for the 20 trading days following the date that is one year after the consummation of the Company’s initial business combination (the “Stock Price at Expiration”); and (2) $1.25, and (b) the number of shares of Common Stock sold in the Company’s initial public offering (including any shares issued pursuant to the over-allotment option) multiplied by 0.60, divided by the number of shares of Common Stock held by public stockholders remaining after shareholders exercise their conversion rights in connection with the stockholder vote on an extension or consummation of an initial business combination (the
