Unassociated Document


    Exhibit
      10.1

     

    


     

    FIRST
      AMENDMENT TO

    SERIES
      A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

     

    


    THIS
      FIRST AMENDMENT TO SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
      (this
      “First Amendment”), effective as of May 19, 2008, by and among Wuhan General
      Group (China), Inc. (the “Company”) and the Purchasers who submit a signature
      page hereto, amends that certain Series A Convertible Preferred Stock Purchase
      Agreement, dated as of February 7, 2007, by and among the Company and each
      of
      the persons named on Exhibit A thereto (the “Original Agreement”, together with
      this First Amendment, the “Purchase Agreement”). Capitalized terms used in this
      First Amendment and not defined herein shall have the meanings ascribed to
      them
      in the Original Agreement.

    


    WITNESSETH

     

    WHEREAS,
      the Company and the Purchasers are parties to the Original Agreement;
      and

     

    WHEREAS,
      the parties hereto desire to amend the Original Agreement in accordance with
      the
      terms and conditions hereinafter set forth.

     

    NOW,
      THEREFORE,
      in
      consideration of good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the undersigned hereby agree as
      follows:

     

    1. Amendment
      to the Original Agreement.
      The
      Original Agreement is hereby amended as follows:

    


    Section
      3.25 is hereby deleted in its entirety and replaced with the following in lieu
      thereof:

     

    Nasdaq.
      The
      Company shall list and trade its shares of Common Stock on the Nasdaq Capital
      Market or the Nasdaq Global Market (collectively, “Nasdaq”) or any successor
      market thereto no later than December 31, 2007. In the event the shares of
      Common Stock are not listed and trading on Nasdaq by December 31, 2007, the
      Company shall issue, on a pro rata basis, to each of the Purchasers, shares
      of
      Common Stock as follows: (x) 1,500,000 shares of Common Stock if the shares
      are
      not listed by December 31, 2007 and (y) an additional 3,000,000 shares of Common
      Stock if the shares are not listed by July 31, 2008.

     

    2. Reaffirmation.
      Except
      as
      expressly amended hereby, the terms and provisions of the Original Agreement
      remain in full force and effect in all respects.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    3. Headings.
      The
      headings and other captions in this First Amendment are for convenience and
      reference only and shall not be used in interpreting, construing or enforcing
      any provision of this First Amendment.

     

    4. Governing
      Law.
      This
      First 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. This First Amendment shall not be
      interpreted or construed with any presumption against the party causing this
      First Amendment to be drafted.

     

    5. Counterparts.
      This
      First Amendment may be executed in any number of counterparts (including by
      facsimile) and by different parties hereto in separate counterparts, with the
      same effect as if all parties had signed the same document. All such
      counterparts shall be deemed an original, shall be construed together and shall
      constitute one and the same instrument.

     

    


     

    


     

    [Remainder
      of page intentionally left blank.]


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have caused this First Amendment to the Original Agreement to be
      executed, all as of the day and year first written above.

    


    
      	 	 	 
	 	WUHAN
              GENERAL
              GROUP (CHINA), INC.
	 
 	 
 	 
 
	 	By:  	/s/ Xu
              Jie
	 	
              
Name:
              Xu Jie
	 	Title:
              President and Chief Executive Officer




     

    


    


     

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature
      Page to First Amendment to Series A Convertible Preferred Stock Purchase
      Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      accordance with Section 7.3 of the Original Agreement, the undersigned, being
      holders of at least seventy-five percent (75%) of the Preferred Shares
      outstanding, hereby agree to this First Amendment to the Original
      Agreement.

     

    
      	 	 	 
	 	VISION
              OPPORTUNITY MASTER FUND, LTD.
	 
 	 
 	 
 
	 	By:  	/s/ Adam
              Benowitz
	 	
              
Name:
              Adam Benowitz 
	 	Title:
              Managing Director 




    
       



    


     

    


    


     

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature
      Page to First Amendment to Series A Convertible Preferred Stock Purchase
      Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	BLUE
              RIDGE INVESTMENTS, L.L.C.
	 
 	 
 	 
 
	 	By:  	/s/ Daven
              Patel 
	 	
              
Name:
              Daven Patel  
	 	Title:
              Vice President




    


    


     

    


    


       

     

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature
      Page to First Amendment to Series A Convertible Preferred Stock Purchase
      Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    QVT
      FUND
      LP, by its general partner,

    QVT
      Associates GP LLC

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Yi
              Cen
	 	
              
Name:
              Yi Cen
	 	Title:
              Authorized Signatory




     

      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Kevin
              McGoey
	 	
              
Name:
              Kevin McGoey
	 	Title:
              Authorized Signatory


    

     

     

    


    


     

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature
      Page to First Amendment to Series A Convertible Preferred Stock Purchase
      Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	 	 
	 	TCW
              AMERICAS DEVELOPMENT ASSOCIATION, L.P.
	 
 	 
 	 
 
	 	By:  	/s/ David
              I. Robbins
	 	
              
Name:
              David I. Robbins
	 	Title:
              Managing Director




    


     

    


    


      

     

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature
      Page to First Amendment to Series A Convertible Preferred Stock Purchase
      Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 	 
	 	LIGHTHOUSE
              CONSULTING LIMITED
	 
 	 
 	 
 
	 	By:  	/s/ Bai
              Ye Feng
	 	
              
Name:
              Bai Ye Feng
	 	Title:
              Director 




     

    


    


        

     

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature
      Page to First Amendment to Series A Convertible Preferred Stock Purchase
      Agreement]