Amendment to Stock Subscription Agreement among China Medicine Corporation, Yang Senshan, and OEP CHME Holdings, LLC
Contract Categories:
Business Finance
›
Stock Agreements
Summary
This amendment, effective April 30, 2010, updates the Stock Subscription Agreement originally signed on December 31, 2009, by China Medicine Corporation, Mr. Yang Senshan, and OEP CHME Holdings, LLC. The amendment clarifies how certain share calculations are made by revising the definitions of key terms related to the issuance of additional shares in 2010 and 2011. All other terms remain unchanged, and the amendment is considered part of the original agreement, effective retroactively from December 31, 2009.
EX-10.1 2 v184794_ex10-1.htm
AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT
This AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (this “Amendment”) is made and entered into as of April 30, 2010 by and among (a) China Medicine Corporation, a Nevada corporation (the “Company”), (b) Mr. Yang Senshan, (the “Executive Shareholder”) and (c) OEP CHME Holdings, LLC, a Delaware limited liability company (the “Investor”).
WITNESSETH
WHEREAS, the Company, the Executive Shareholder and the Investor entered into a Stock Subscription Agreement dated December 31, 2009 (the “Stock Subscription Agreement”); and
WHEREAS, the Company, the Executive Shareholder and the Investor intend to delete and replace the definition of “C” in Section 4.9(a) and the definition “F” in Section 4.9(b) of the Stock Subscription Agreement with the definitions below in order to clarify the intention of the parties in connection with the calculation of “2010 Additional Shares” and “2011 Additional Shares”.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:
Section 1. The definition of “C” in Section 4.9(a) of the Stock Subscription Agreement shall be deleted and replaced with the following:
“C = Total number of Common Shares held by Investor and total number of Common Shares underlying Redeemable Convertible Preferred Shares held by Investor at the time of determination but prior to the issuance of any 2010 Additional Shares”
Section 2. The definition of “F” in Section 4.9(b) of the Stock Subscription Agreement shall be deleted and replaced with the following:
“F = Total number of Common Shares held by Investor and total number of Common Shares underlying Redeemable Convertible Preferred Shares held by Investor at the time of determination but prior to the issuance of any 2011 Additional Shares”
Section 3. Capitalized terms not otherwise defined in this Amendment shall have the same meanings given to them in the Stock Subscription Agreement.
Section 4. This Amendment shall be deemed to be an integral part of the Stock Subscription Agreement and shall be deemed to have taken effect retrospectively since December 31, 2009 for the purpose of interpreting Section 4.9(a) and Section 4.9(b) of the Stock Subscription Agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed by its authorized signatory as of the date first indicated above.
| CHINA MEDICINE CORPORATION | |
| By: | /s/ Yang Senshan |
| Name: Yang Senshan | |
| Title: Chief Executive Officer | |
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.
OEP CHME HOLDINGS, LLC
By: One Equity Partners III, L.P.,
its Manager
By: OEP General Partner III, L.P.,
its General Partner
By: OEP Holding Corporation,
its General Partner
| By: | /s/ Bradley J Coppens |
| Name: Bradley J Coppens | |
| Title: Vice President | |
IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the date first indicated above.
| Mr. Yang Senshan |
| /s/ Yang Senshan |
