astrata_8k-ex0403.htm


    EXHIBIT
4.3

     

    AMENDMENT
TO CERTAIN WARRANTS

    FOR
THE PURCHASE OF SHARES OF COMMON STOCK OF

    ASTRATA
GROUP INCORPORATED

     

    THIS
AMENDMENT TO CERTAIN WARRANTS FOR THE PURCHASE OF SHARES OF COMMON STOCK OF
ASTRATA GROUP INCORPORATED (this “Amendment”), dated as
of May 29, 2008, is made by and among Astrata Group Incorporated, a Nevada
corporation (the “Issuer”), Vision
Opportunity China Fund Limited (“VOC”) and Vision
Opportunity Master Fund, Ltd. (“VOMF” and together
with VOC, the “Holders”).

     

    RECITALS:

     

    WHEREAS,
reference is made to the Warrants set forth on Schedule 1 attached
hereto (collectively, the “Warrants”) pursuant
to which the Holders are entitled to purchase shares of the Issuer’s Common
Stock at the exercise price set forth on Schedule 1 attached
hereto, per share, upon the various terms and conditions set forth
therein.  Capitalized terms used but not defined, herein shall have
the meanings ascribed to such terms in the Warrants; and

     

    WHEREAS,
in consideration for the exercise of 5,744,740 Warrants held by VOC and the
exercise of 10,255,260 Warrants held by VOMF, the parties hereto desire and have
agreed to amend the Warrants, pursuant to this Amendment, such that upon
exercise the Holders shall be entitled to purchase shares of the Issuer’s newly
issued Series C Convertible Preferred Stock, as authorized by the Certificate of
Designation filed with the Nevada Secretary of State on May 29, 2008, a
certified copy of which is attached as Exhibit A hereto, in
lieu of the Common Stock at an exercise price of $0.25 per preferred share, in
the amounts set forth on Schedule I attached
hereto; and

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties, intending to be legally bound, hereby
agree as follows:

     

    1.    Amendments to
Warrants.

     

    (a)    Series C Preferred
Shares.  Each of the Warrants is hereby amended so that upon
exercise of the Warrants, in lieu of receiving shares of Common Stock at the
exercise price per share set forth on Schedule 1 attached
hereto, the Holders shall receive shares of the Issuer’s newly issued Series C
Convertible Preferred Stock with a stated value per share of $7.80 at an
conversion price per share of $0.39 (the “Series C Preferred
Shares”), as authorized by the Certificate of Designation filed with the
Nevada Secretary of State on May 29, 2008, a certified copy of which is attached
as Exhibit A
hereto, as more fully set forth on Schedule I attached
hereto.  The new form of Exercise Notice for the Warrants, as amended
by this Amendment, is attached hereto as Exhibit
B.

     

    (b)    Reduction in Warrant
Price. The parties hereby agree to modify the terms of the Warrants so as
to reduce the exercise price of the Warrants such that the exercise price shall
be reduced to $0.25 per share (“Special Exercise Price”) subject to (i) the
exercise of the Warrants, in whole or in part, and receipt by the Company of
payment in full of the Purchaser’s aggregate Special Exercise Price, on or
before June 17, 2008, (ii) the satisfaction of the terms and conditions set
forth in the letter to the holders of the Warrants dated on or around the date
hereof and attached hereto as Exhibit C; and (iii)
the execution of the Lock-Up Agreement by such Warrant holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c)    Removal of Cashless Exercise
Option.  Each of the Warrants is hereby amended to delete
Sections 2(b)(ii) and 2(b)(iii), as applicable, in their entirety such that the
Warrants may not be exercised pursuant to a cashless exercise.

     

    (d)    Amendment of Anti-Dilution
Provisions.  Each of the Warrants is hereby amended to delete
Sections 4(d) and (e) in their entirety such that the applicable Warrant Price
of the Warrants shall not be adjusted as a result of the issuance of Additional
Shares of Common Stock or Convertible Securities.

     

    2.    Delivery of Series C
Preferred Stock Certificates.  Following any exercise by the
Holders of the Warrants into Series C Preferred Shares, the Issuer shall
promptly prepare and deliver to the Holders certificates representing the Series
C Preferred Shares in an amount equal to the number of Series C Preferred Shares
so exercised.

     

    3.    Use of
Proceeds.  Upon execution of this Agreement by the parties, VOC
shall exercise 5,744,740 Warrants held by it at an aggregate exercise price of
$1,436,185 and VOMF shall exercise 10,255,260 Warrants held by it at an
aggregate exercise price of $2,563,815 for shares of Series C Preferred Stock in
accordance with this Amendment.  The Issuer hereby agrees that at
least $150,000 of the proceeds of such exercise shall be used for services of an
investor relations firm acceptable to VOC and VOMF within 90 days of the date
hereof.

     

    4.    Board
Resolutions.  Prior to the signing of this Amendment, the
Issuer shall have provided the Holders with a certified copy of the resolutions
of the Board of Directors (or if the Board of Directors takes action by
unanimous written consent, a copy of such unanimous written consent containing
all of the signatures of the members of the Board of Directors) of the Issuer,
authorizing the execution, delivery and performance of this Amendment and the
filing of the Certificate of Designation of the Series C Convertible Preferred
Stock with the Nevada Secretary of State.

     

    5.    Ratification.  Except
as expressly amended hereby, all of the terms, provisions and conditions of the
Warrants are hereby ratified and confirmed in all respects by each party hereto
and, except as expressly amended hereby, are, and hereafter shall continue, in
full force and effect.

     

    6.    Entire
Agreement.  This Amendment and the Warrants constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede all prior and contemporaneous agreements and understandings, both
written and oral, between the parties with respect thereto.

     

    7.    Amendments.  No
amendment, supplement, modification or waiver of this Amendment shall be binding
unless executed in writing by all parties hereto.

     

    8.    Counterparts.  This
Amendment may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but
one contract.  Each party shall be entitled to rely on a facsimile
signature of any other party hereunder as if it were an original.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    9.    Governing
Law.  This Amendment shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the
application of the substantive law of another jurisdiction.

     

    10.         
Successors and
Assigns.  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.

     

    [SIGNATURE
PAGE TO FOLLOW]

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first above written.

    
    

     

    
      	 	ASTRATA GROUP
      INCORPORATED 
	 	 
	 	By: /s/ Martin George
      Euler                                      
	 	
              Name:  Martin
      George Euler 

            
	 	
              Title:   Chief
      Executive Officer 

            
	 	 
	 	VISION OPPORTUNITY
      MASTER FUND, LTD. 
	 	 
	 	
              By:__________________________________ 

            
	 	
              Name: 

            
	 	
              Title: 

            
	 	 
	 	VISION OPPORTUNITY
      CHINA FUND LIMITED 
	 	 
	 	
              By:__________________________________  

            
	 	
              Name:

            
	 	
              Title:

            


    

     

     

     

     

     

     

    Signature Page to the
Amendment to the Warrants

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
I

     

    Warrants

    

      
        	
                Number of warrant
      shares

              	
                Holder

              	
                Exercise
      price

              	
                Warrant
      name

              	
                Expiration

              
	
                3,750,000

              	
                VOMF

              	
                $1.00

              	
                Wt
      A

              	
                10/13/2012

              
	
                3,750,000

              	
                VOMF

              	
                $1.50

              	
                Wt
      B

              	
                10/13/2012

              
	
                3,657,142

              	
                VOC

              	
                $1.00

              	
                WT
      J

              	
                12/19/2008

              
	
                2,250,000

              	
                VOMF

              	
                $1.00

              	
                WT
      C

              	
                10/13/2012

              
	
                2,250,000

              	
                VOMF

              	
                $1.50

              	
                WT
      D

              	
                10/13/2012

              
	
                1,828,571

              	
                VOC

              	
                $1.00

              	
                Wt
      A

              	
                12/19/2012

              
	
                1,828,571

              	
                VOC

              	
                $1.50

              	
                Wt
      B

              	
                12/19/2012

              
	
                1,828,571

              	
                VOC

              	
                $1.25

              	
                WT
      C

              	
                12/19/2013

              
	
                1,828,571

              	
                VOC

              	
                $1.75

              	
                WT
      D

              	
                12/19/2013

              
	
                1,500,000

              	
                VOMF

              	
                $1.00

              	
                WT
      C

              	
                10/13/2012

              
	
                1,500,000

              	
                VOMF

              	
                $1.50

              	
                WT
      D

              	
                10/13/2012

              
	
                1,200,000

              	
                VOMF

              	
                $1.35

              	
                Wt
      V

              	
                05/02/2012

              
	
                628,572

              	
                VOMF

              	
                $0.70

              	
                WT
      J

              	
                12/19/2008

              
	
                375,000

              	
                VOMF

              	
                $1.00

              	
                Wt
      A

              	
                11/16/2012

              
	
                375,000

              	
                VOMF

              	
                $1.50

              	
                Wt
      B

              	
                11/16/2012

              
	
                375,000

              	
                VOMF

              	
                $1.00

              	
                WT
      C

              	
                11/16/2012

              
	
                375,000

              	
                VOMF

              	
                $1.50

              	
                WT
      D

              	
                11/16/2012

              
	
                314,286

              	
                VOMF

              	
                $1.00

              	
                Wt
      A

              	
                12/19/2012

              
	
                314,286

              	
                VOMF

              	
                $1.50

              	
                Wt
      B

              	
                12/19/2012

              
	
                314,286

              	
                VOMF

              	
                $1.25

              	
                WT
      JA

              	
                12/19/2013

              
	
                314,286

              	
                VOMF

              	
                $1.75

              	
                WT
      JB

              	
                12/19/2013

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
A

     

    Certified
Copy of Series C Certificate of Designation

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
B

    


    EXERCISE
FORM

    WARRANT

    


    ASTRATA
GROUP INCORPORATED

    


    The
undersigned _______________, pursuant to the provisions of the within Warrant,
hereby elects to purchase _____ shares of Series C Preferred Stock.

     

    
      	Dated:
      _________________      	Signature                    ___________________________ 
	 	 
	 	Address                      ___________________________ 
	 	                                    
      ___________________________ 


    

                                                               

    The
undersigned is an “accredited investor” as defined in Regulation D under the
Securities Act of 1933, as amended.

     

    ASSIGNMENT

    


    FOR VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

    
       

      
        	Dated:
      _________________      	Signature                    ___________________________ 
	 	 
	 	Address                      ___________________________ 
	 	                                    
      ___________________________ 


      

                                                                 

    

    PARTIAL
ASSIGNMENT

    


    FOR VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _____ shares of Series C Preferred
Stock evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named
corporation.

     

    
      
        	Dated:
      _________________      	Signature                    ___________________________ 
	 	 
	 	Address                      ___________________________ 
	 	                                    
      ___________________________ 


      

                                                                 

    

    FOR USE
BY THE ISSUER ONLY:

    


    This
Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Series C Preferred issued therefor in the name of
_______________, Warrant No. W-_____ issued for _____ shares of Series C
Preferred Stock in the name of _______________.

     

     

    Exhibit
B