viaspace_ex1013.htm


    Exhibit
10.13


     

    AMENDMENT
NO. 6 TO SECURITIES PURCHASE AGREEMENT

    


    This
AMENDMENT NO. 6 TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made
as of December 18, 2009 (the “Effective Date”), by and among VIASPACE Inc., a
Nevada corporation (“Parent”), VIASPACE Green Energy Inc., a British Virgin
Islands international business company and a wholly-owned subsidiary of Parent
(“Acquirer”), Sung Hsien Chang, an individual (“Shareholder”), and China Gate
Technology Co., Ltd., a Brunei Darussalam company  (“Licensor”), with
respect to the following facts:

     

    A.   The
parties entered into that certain Securities Purchase Agreement, dated as of
October 21, 2008 (as amended by that Amendment No. 1 to Securities Purchase
Agreement dated on or about June 17, 2009, that Amendment No. 2 to Securities
Purchase Agreement dated on or about August 21, 2009, that Amendment No. 3 to
Securities Purchase Agreement dated on or about October 13, 2009, that Amendment
No. 4 dated on or about November 21, 2009, and that Amendment No. 5 dated on or
about November 25, 2009)  (the “Agreement”) pursuant to which, among
other things, Acquirer acquired from Shareholder a controlling interest in
Inter-Pacific Arts Corp., a British Virgin Islands international business
company (“IPA BVI”) in exchange for its shares and shares of the
Parent.  Capitalized terms not defined herein shall have the meanings
given such terms in the Agreement.

     

    B.   The
parties desire to amend the Agreement in certain respects, in particular, to
extend the Second Closing Deadline to January 15, 2010.

     

    NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree to amend the Agreement as follows:

     

    1.   Second Closing
Extension.  Section 2.3 of the Agreement is hereby amended to
read in full as follows:

     

    “2.3    Second
Closing.  The Second Closing shall be held at the RP Office on the
date at or before January 15, 2010 (the “Second Closing Deadline”) or at such
date that Parent, Acquirer, Shareholder and Licensor may agree in writing (the
“Second Closing Date”).  If Acquirer’s Registration Statement is
declared effective by the SEC on or before January 15, 2010, the Second Closing
Deadline will be extended until February 15, 2010.”

     

    2.   Section
10.2 the Agreement is hereby amended and restated to read in full as
follows:

     

    “10.2   Shareholder Rights Upon
Failure to Close.  In the event that the Second Closing fails
to occur and Parent’s closing conditions to the Second Closing as set forth in
Sections 7.1 through 7.7, and 7.9 have been satisfied, then (1) Shareholder
and/or his designees shall retain the Acquirer Shares, (2) Parent shall transfer
all shares of Acquirer common stock it holds to Shareholder, (3) Shareholder
will deliver the remaining 30% equity interest of IPA BVI to Acquirer, such that
Acquirer shall receive all equity securities of IPA BVI, and (4) if Acquirer’s
common stock is not listed on a Trading Market as of the Second Closing
Deadline, Shareholder shall also receive such number of shares of Viaspace
common stock so that Shareholder shall own a majority of the outstanding shares
of Viaspace common stock as of the date of issuance.

     

    Parent,
Acquirer and Shareholder acknowledge that the Shareholder will deliver the
remaining 30% equity interest of IPA BVI to Acquirer, such that Acquirer shall
receive all equity securities of IPA BVI, on or about January 15, 2010,
regardless of whether the Second Closing occurs.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.   Miscellaneous.

     

    8.1   Effect of
Amendment.  Except to the extent the Agreement is modified by
this Amendment, the remaining terms and conditions of the Agreement shall remain
unmodified and be in full force and effect.  In the event of conflict
between the terms and conditions of the Agreement and the terms and conditions
of this Amendment, the terms and conditions of this Amendment shall
prevail.

     

    8.2   Counterparts.  This
Amendment may be executed in one or more counterparts, including facsimile
counterparts, each of which shall be deemed an original but all of which, taken
together, shall constitute the same Amendment.

     

    8.3   Applicable
Law.  This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of California without regard
to conflicts of law principles.

     

    [signature
page follows]

     

     

     

     

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties have executed this Amendment No. 6 to the
Securities Purchase Agreement as of the date first above written.

     

     

    
      
        	 	VIASPACE INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Carl
      Kukkonen	 
	 	 	Carl
      Kukkonen	 
	 	 	Chief
      Executive Officer	 
	 	 	 	 


      

       

       

    

    
      
        
          	 	VIASPACE GREEN ENERGY,
      INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Carl
      Kukkonen	 
	 	 	Carl
      Kukkonen	 
	 	 	Chief
      Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	SUNG HSIEN
    CHANG	 
	 	 	 
	 	/s/
      Sung Hsien Chang	 


        

      

       

       

      
         

        
          
            
              	 	CHINA GATE TECHNOLOGY CO.,
      LTD.	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	Maclean
      Wang	 
	 	 	Chief
      Executive Officer	 
	 	 	 	 


            

             

             

            
              
                
                

              

              
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