China Oumei Real Estate Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

AMENDMENT NUMBER 1 TO SUBSCRIPTION AGREEMENT 

THIS AMENDMENT NUMBER 1 TO SUBSCRIPTION AGREEMENT, dated as of
October 11, 2010 (this “Amendment”), is entered into by and among
China Oumei Real Estate Inc., a Cayman Islands company (the
“Company”) and the subscribers identified on the signature page
hereto (the “Majority Subscribers”). Capitalized
terms used herein but not otherwise defined herein shall have the respective
meanings set forth in the Subscription Agreement (as defined below). 

BACKGROUND 

The Company and the Subscribers (including the Majority
Subscribers) are parties to that certain Subscription Agreement, dated as of
April 14, 2010 (the “Subscription
Agreement”). The parties to this Amendment wish to
amend certain provisions of the Subscription Agreement as set forth in this
Amendment. Section 8.7 of the Subscription Agreement provides that no provision
of Section VIII (Registration Rights) of the Subscription Agreement may be
amended or waived, unless the same shall be in writing and signed by the Company
and the Holders of no less than a majority in interest of the then outstanding
Registrable Securities. This Amendment constitutes a written agreement signed by
the necessary parties in order to effectuate the amendments to the Subscription
Agreement specified below.

NOW, THEREFORE, in consideration of the foregoing and
the respective covenants and agreements set forth herein, the parties hereto
agree as follows: 

ARTICLE I 
AMENDMENTS 

SECTION 1.1. Amendment. Section 8.1 of the
Subscription Agreement is hereby deleted and the following language is hereby
inserted in its place: 

	8.1 	
      Registration; Definitions.



No later than thirty (30) days following the Closing of the
Offering (the “Filing Date”), the Company shall prepare and file with the
Commission a registration statement covering the resale of all of the Ordinary
Shares upon conversion of the outstanding shares of Preference Shares (the
“Conversion Shares”) and the Warrant Shares (collectively, the “Registrable
Securities”) on Form S-1 (or another appropriate form in accordance herewith)
(the “Registration Statement”). Subject to the terms of this Agreement, the
Company shall use its commercially best efforts to cause the Registration
Statement to be declared effective under the Securities Act as promptly as
possible after the filing thereof, but in no event later than 180 days following
the Closing of the Offering (the “Effective Date”), and shall use its
commercially reasonable efforts to keep the Registration Statement continuously
effective under the Securities Act until the date when all Registrable
Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 as
determined by the counsel to the Company pursuant to a written opinion letter to
such effect, addressed and acceptable to the Company’s transfer agent and the
affected Holders (the “Effectiveness Period”). 




If a Registration Statement covering 100% of the Registrable
Securities is not filed with the Commission on or prior to the Filing Date or
declared effective on or prior to the Effective Date by the Commission (any such
failure or breach being referred to as an “Event,” and the date on
which such Event occurs being referred to as “Event Date”), the
Company shall reduce the initial exercise price of the Warrants issued to each
Subscriber by $0.08 per calendar month, or portion thereof, until such time as
such Registration Statement shall have been filed with the Commission or
declared effective by the Commission, as the case may be. For the avoidance of
doubt, in no event will the Company be obligated to reduce the initial exercise
price of the Warrants issued to each Subscriber under this Agreement in excess
of $0.80 in aggregate. The partial reduction of the initial exercise price of
the Warrants pursuant to the terms hereof shall apply on a daily pro-rata basis
for any portion of a calendar month prior to the cure of an Event (except in the
case of the first Event Date), and shall cease to accrue (unless earlier cured)
upon the expiration of the Effectiveness Period. 

The securities shall only be treated as Registrable Securities
if and only for so long as they (i) have not been sold (A) pursuant to a
registration statement; (B) to or through a broker, dealer or underwriter in a
public distribution or a public securities transaction; and/or (C) in a
transaction exempt from the registration and prospectus delivery requirements of
the Securities Act under Section 4(1) thereof so that all transfer restrictions
and restrictive legends with respect thereto, if any, are removed upon the
consummation of such sale; (ii) are not held by a Holder or a permitted
transferee; and (iii) are not eligible for sale pursuant to Rule 144 (or any
successor thereto) under the Securities Act.

The term “Holder” shall mean any person owning or having the
right to acquire Registrable Securities or any permitted transferee of a Holder.


SECTION 1.2. Full Force and Effect. For the
avoidance of doubt, all other provisions of the Subscription Agreement shall
remain in full force and effect. 

ARTICLE II 
MISCELLANEOUS 

SECTION 2.1. Governing Law. This Amendment shall
be governed by and construed in accordance with the laws of the State of New
York. 

SECTION 2.2. Entire Agreement. This Amendment
along with the Subscription Agreement contains the entire understanding of the
parties with respect to the subject matter hereof and supersedes all prior
agreements, understandings, discussions and
representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into this Amendment. 


SECTION 2.3. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 



 



 






IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized signatories as of
the date first indicated above. 

COMPANY:

CHINA OUMEI REAL ESTATE INC.

By: /s/ Weiqing
Zhang                                           

Name: Weiqing Zhang 
Title: Chief Executive Officer 


MAJORITY SUBSCRIBERS: 

ACCESS AMERICA FUND, LP 

By: /s Christopher
Efird                                           

Name: Christopher Efird 
Title: President


HUA-MEI 21ST CENTURY PARTNERS, LP 

By: /s/ Peter
Siris                                                      

Name: Peter Siris 
Title: Managing Director


GUERRILLA PARTNERS, LP 

By: /s/ Peter
Siris                                                      

Name: Peter Siris 
Title: Managing Director


TAYLOR INTERNATIONAL FUND, LTD. 

By: /s/ Stephen Taylor                                              

Name: Stephen Taylor
Title: Partner