SECOND AMENDMENT TO UNIT PURCHASE OPTION
SECOND
AMENDMENT TO
This
SECOND AMENDMENT TO UNIT PURCHASE OPTION (this “Amendment”), dated
November 28, 2006, is made by and between Chardan North China Acquisition
Corporation (the “Company”) and the holder designated on the signature page
hereof (“Holder”), to that certain Unit Purchase Option referred to
below.
WHEREAS,
the Company issued that certain Unit Purchase Option, dated August 10, 2005
(the
“Unit Purchase Option”) together with other similar unit purchase options in
connection with the company’s initial public offering and Holder is the owner of
the Unit Purchase Option; and
WHEREAS,
the Company and Holder amended the Unit Purchase Option on August 24, 2006
to clarify the understanding of the parties with respect to the terms of the
Unit Purchase Option; and
WHEREAS,
the parties hereto have agreed that the Unit Purchase Option should be further
amended as set forth herein to further clarify the understanding between the
parties with respect to the terms of the Unit Purchase Option effective as
of
the date of its issuance.
NOW,
THEREFORE, in consideration of the premises and of the agreements contained
herein, the parties hereto hereby agree as follows:
1. Amendment
to the Unit Purchase Option.
To
reflect the original intention of the parties, Section 5.3 of the Unit Purchase
Option is and shall be amended and restated in its entirety as
follows:
“5.3 Potential
Expiration; No Obligation to Net-Cash Settle. Notwithstanding
anything to the contrary contained in this Purchase Option, if the Company
is
unable to deliver any securities pursuant to the exercise of this Purchase
Option as a result of its inability to satisfy its registration requirements
set
forth in Section 5 hereof, the Purchase Option and the underlying
securities may expire unexercised or unredeemed and the Company will have no
obligation to pay such registered holder any cash or otherwise “net-cash settle”
the Purchase Option or the Warrants underlying the Purchase
Option.”
2. Reference
to and Effect on the Unit Purchase Option.
Upon
the due execution and delivery of this Amendment by the parties hereto, on
and
after the date hereof each reference in the Unit Purchase Option to this
“Purchase Option”, “hereunder”, “hereof”, “herein” or words of like import
referring to the Unit Purchase Option shall mean and be a reference to the
Unit
Purchase Option, as amended hereby. Except as specifically amended above, the
Unit Purchase Option shall remain in full force and effect and is hereby
ratified and confirmed.
3. Execution
in Counterparts.
This
Amendment may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which shall be deemed to be
an
original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been
signed by each of the parties hereto and delivered to each of the other parties
hereto.
IN
WITNESS WHEREOF, the parties have executed this AMENDMENT TO UNIT PURCHASE
OPTION as of the date first set forth above.
| Chardan North China Acquisition Corporation | ||
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| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
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Name: ▇▇▇▇▇
▇▇▇▇▇▇▇
Title: Chief
Financial Officer
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EarlyBird
Capital,
Inc.
(Holder) |
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| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
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Name: ▇▇▇▇▇▇
▇▇▇▇▇▇
(please print name) |
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Title: President
(if signing in a representative capacity) |
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