Waiver and Amendment No. 1 to Warrant between Summit Global Logistics, Inc. and Required Holders

Summary

This agreement, effective May 2007, is between Summit Global Logistics, Inc. and the Required Holders of certain warrants. It amends the warrants to reflect the company's new name and waives specific rights related to adjustments in exercise price and purchase rights due to amendments and new issuances of notes and warrants. The waiver applies only to the specified transactions and not to future changes. The agreement also requires any future transferees of the warrants to be bound by these amended terms.

EX-4.14 3 c48682_ex4-14.txt EX-4.14 WAIVER AND AMENDMENT NO. 1 TO WARRANT THIS WAIVER AND AMENDMENT NO. 1 TO WARRANT, effective as of May __, 2007 (the "AMENDMENT"), is entered into by and between Summit Global Logistics, Inc., a Delaware corporation, formerly known as Aerobic Creations, Inc. ("COMPANY"), and the Required Holders. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Registration Rights Agreement (as hereinafter defined). WHEREAS, pursuant to a Securities Purchase Agreement (Common Stock and Warrants), dated as of November 8, 2006 by and among Maritime Logistics US Holdings Inc., a Delaware corporation, the Company (pursuant to that certain Joinder Agreement dated as of the date hereof) and the Buyers, the Company sold to each Buyer (i) Common Stock and (ii) Warrants and the Buyers entered into the Registration Rights Agreement ("REGISTRATION RIGHTS AGREEMENT"). WHEREAS, in exchange for the waiver of certain existing events of default and certain amendments that are beneficial to the Company, the Company has agreed to amend the Notes and Warrants issued in connection with such Notes; WHEREAS, in connection with such amendment to the Notes and Warrants and the sale of the New Notes and New Warrants (as defined below), the Company requested that the Holders amend the Warrants in certain respects as provided herein and waive certain rights; and WHEREAS, the signatures of the Required Holders (the Holders holding of at least a majority Warrants) is required to effect a waiver and to amend all of the Warrants as provided herein and whereas each of the signatories hereto, representing at least the Required Holders, have agreed to effect this Amendment; and WHEREAS, the Company also wishes to raise additional capital through the sale of additional secured convertible notes and warrants (of like tenor to the Notes as amended and the warrants, the "New Notes" and "New Warrants," respectively). NOW, THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the receipt and sufficiency are hereby acknowledged, the parties hereto agree as follows: SECTION 1. AMENDMENTS TO WARRANT. The parties hereto agree as follows, effective as of the date hereof: (a) All references in the Warrant to Aerobic Creations, Inc. or ShellCo are hereby replaced with a reference to Summit Global Logistics. SECTION 2. WAIVER. Each of the Holder signatory hereto, representing the Required Holders, hereby waive on their behalf and the behalf all of the Holders hereby waive any adjustment to the Exercise Price and any Purchase Right relating to (i) the amendment of the Notes and Warrants, (ii) the issuance of the New Notes and New Warrants, and (iii) the issuance of the convertible notes in connection with the waiver and amendments to the registration rights agreement between the Holders and the Company and to the registration rights agreement 1 between certain holders of Notes. This waiver is and shall be effective solely for the amendments, waivers and issuances referenced above and not to any other amendment, waiver or issuance hereafter occurring. SECTION 3. MISCELLANEOUS. (a) Any transferee or assignee of the Warrants shall be subject to the terms hereof, and as a condition to each such transfer or assignment, each Investor agrees to require each of its transferees or assignees to agree in writing to be subject to the Warrant, as amended by this Amendment. (b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, be deemed to be an amendment or modification of, or operate as a waiver of, any provision of the Warrants or any right, power or remedy thereunder, nor constitute a waiver of any provision of the Warrants or any other document, instrument and/or agreement executed or delivered in connection therewith. (c) This Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto or thereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Each party agrees that it will be bound by its own facsimile signature and that it accepts the facsimile signature of each other party. The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof or thereof. Whenever the context and construction so require, all words herein and in the Warrant in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine. (d) This Amendment and the Warrant may not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified orally or by any course of dealing or in any manner other than as provided in the Warrant. This Amendment shall be considered part of the Warrant. (e) This Amendment and the Warrant constitute the final, entire agreement and understanding between the parties with respect to the subject matter hereof and thereof, may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties, shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto and thereto and supersede all other prior agreements and understandings, if any, relating to the subject matter hereof. There are no unwritten oral agreements between the parties with respect to the subject matter hereof or thereof. (f) The validity of this Amendment, its construction, interpretation and enforcement, the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with the choice of law provisions set forth in the Warrant. (g) The obligations of each Holder under each Warrant are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the 2 performance of the obligations of any other Holder under any Warrant. Nothing contained herein or in any Warrant, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group in respect of such obligations or the transactions contemplated by the Warrants and the Company acknowledges that the Holders are not acting in concert or as a group in respect of such obligations or the transactions contemplated by this Amendment or the Warrants. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated by this Amendment and the Warrants with the advice of its own counsel and advisors, that it has independently determined to enter into the transactions contemplated hereby and thereby, that it is not relying on any advice from or evaluation by any other Holder, and that it is not acting in concert with any other Holder in making its purchase of Securities hereunder or in monitoring its investment in the Company. The Holders and, to its knowledge, the Company agree that no action taken by any Holder pursuant hereto or to the Warrants, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity or group, or create a presumption that the Holders are in any way acting in concert or would deem such Holders to be members of a "group" for purposes of Section 13(d) of the 1934 Act. The Holders each confirm that they have not agreed to act together for the purpose of acquiring, holding, voting or disposing of equity securities of the Company. The Company has elected to provide all Holders with the same terms and Amendment for the convenience of the Company and not because it was required or requested to do so by any of the Holders. The Company acknowledges that such procedure in respect of the Amendment in no way creates a presumption that the Holders are in any way acting in concert or as a "group" for purposes of Section 13(d) of the 1934 Act in respect of this Amendment or the transactions contemplated hereby. Except as otherwise set forth herein or in the Transaction Documents (as defined in the Securities Purchase Agreement), each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment, or out of the Registration Rights Agreement, its Note, and its Warrant, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. REMAINDER OF PAGE INTENTIONALLY BLANK 3 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT IN WITNESS WHEREOF, the parties have caused this Waiver and Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above. COMPANY: SUMMIT GLOBAL LOGISTICS, INC. (formerly known as Aerobic Creations, Inc.) By:_________________________________________ Name: Title: 4 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: ALEXANDRA GLOBAL MASTER FUND LTD. By:______________________________ Name: Title: 5 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: AMERICAN CAPITAL EQUITY I, LLC By: AMERICAN CAPITAL EQUITY MANAGEMENT Its: Manager By:___________________________ Name: Title: 6 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: AMERICAN CAPITAL STRATEGIES, LTD. By:______________________________ Name: Title: 7 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: CAMOFI MASTER LDC By:___________________________ Name: Title: 8 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: CORNELL CAPITAL PARTNERS, LP By:___________________________ Name: Title: 9 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: CRANSHIRE CAPITAL, L.P. By:___________________________ Name: Title: 10 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: CREDIT SUISSE SECURITIES (USA) LLC By:_______________________________ Name: Title: 11 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: CRESCENT INTERNATIONAL LTD By:___________________________ Name: Title: 12 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: DIAMOND OPPORTUNITY FUND, LLC By:___________________________ Name: Title: 13 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: EVOLUTION MASTER FUND LTD. SPC, SEGREGATED PORTFOLIO M By:_____________________________ Name: Title: 14 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: GOTTBETTER CAPITAL MASTER, LTD. By:___________________________ Name: Title: 15 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: HORIZON CAPITAL FUND LP By:___________________________ Name: Title: 16 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: JMG CAPITAL PARTNERS, LP By:___________________________ Name: Title: 17 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: JMG TRITON OFFSHORE FUND LTD. By:___________________________ Name: Title: 18 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: MULSANNE PARTNERS, L.P. By:___________________________ Name: Title: 19 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: GOOD STEWARD TRADING COMPANY SPC By:_____________________________ Name: Title: 20 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: FINDERNE, L.L.C. By:___________________________ Name: Title: 21 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: KNOTT PARTNERS, L.P. By:___________________________ Name: Title: 22 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: SHOSHONE PARTNERS, L.P. By:___________________________ Name: Title: 23 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: COMMONFUND HEDGED EQUITY COMPANY By:______________________________ Name: Title: 24 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: MATTERHORN OFFSHORE FUND, LTD. By:___________________________ Name: Title: 25 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: MEADOWBROOK OPPORTUNITY FUND LLC By:___________________________ Name: Title: 26 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: MLA CAPITAL, INC. By:___________________________ Name: Title: 27 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: PARAGON CAPITAL LP By:___________________________ Name: Title: 28 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: SIGMA CAPITAL ASSOCIATES, LLC By:___________________________ Name: Title: 29 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: STELLAR CAPITAL FUND LLC By:___________________________ Name: Title: 30 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: STRATFORD PARTNERS, LP By:___________________________ Name: Title: 31 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: WOLVERINE CONVERTIBLE ARBITRAGE FUND TRADING LIMITED By:___________________________ Name: Title: 32 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: R&R BIOTECH PARTNERS LLC By:___________________________ Name: Title: 33 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: KRG CAPITAL FUND II, L.P. By:___________________________ Name: Title: 34 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: KRG CAPITAL FUND II (PA) L.P. By:___________________________ Name: Title: 35 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: KRG CAPITAL FUND II (FF) L.P. By:___________________________ Name: Title: 36 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: KRG CO-INVESTMENT, LLC By:___________________________ Name: Title: 37 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: FMI INC. By:___________________________ Name: Title: 38 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Bobby Tsun 39 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Calvin M. Tseng 40 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Carlton W. Blair III 41 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Chao-Chieh Tseng 42 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Chen Bang Lee 43 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Chen Chi Chou 44 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Chen Min Wang 45 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Christopher Dombalis 46 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- David I. Beatson 47 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Di Wang 48 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Di Wang -------------------------- Xiao Fei Guo 49 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Dominic Redfern 50 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Dong Wang 51 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Eric Teegelaar 52 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Feng Xiao 53 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Francisco A. De Leon, Jr. 54 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Gary R. Yetter -------------------------- Maureen M. Yetter 55 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- George Chih Jung Chiu 56 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Grace Chu 57 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Gregory Desaye 58 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Herbert Ta Cheng Huang 59 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Hong The Luong 60 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Irene Ho 61 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- J. Terence MacAvery 62 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- James Madden 63 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- James T. Deveau 64 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Jaumey Her 65 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Jen-Huan Tsai 66 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Jenny S. Cheng 67 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Jerry Jr. Dong 68 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Jonathan Huang 69 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Joseph Desaye 70 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Karen Ka Ying Chan 71 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- King L. Chung 72 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Kit Ching Chang 73 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Kun-Tai Chen 74 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Lauren M. Parnell 75 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Lin-Yun Wu 76 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Luz Maria Hernandez 77 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Marc S. Theobald 78 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Matthew Ray Cull 79 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Mi Tracy Lee 80 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Michael Desaye 81 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Nancy L. Pinto 82 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Neil Devine 83 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Noam J. Rubinstein 84 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Pa Lin Cheng 85 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Paul L. Shahbazian 86 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Paul A. Windfield 87 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Peter A. Stone 88 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Peter Klaver 89 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Raymer McQuiston 90 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Richard Shannon 91 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Robert Agresti 92 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Robert Hsiang Lin Wu 93 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Robert J. O'Neill 94 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Robert Yen-Chin Lee 95 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Rui Juan Huang 96 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Samantha Scott Hannigan 97 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Ta-Chung Han 98 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Tammy Liu 99 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Thomas Scott Heiman 100 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Tiffany H. Lam 101 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Tracy-Ann Fitzpatrick 102 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Tsung-Ning Mao 103 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Tuong T. Ho 104 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Valentina R.L. Huang 105 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- William J. Coogan 106 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- William R. Knight 107 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Ya-Hsiung Wang (James Wang) 108 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Yao Hang Chen Philip 109 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Ying-Chen Chou 110 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Yong Jian Zhang -------------------------- Ruixia Liang 111 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO WARRANT HOLDERS: -------------------------- Zheng Cui 112