Exhibit 99.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is made and entered into as of April 5, 2023 (the “Effective Date”) by and among Nam Tai Property Inc., a business company incorporated under the laws of the British Virgin Islands (the “BVI”) (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Schedule I hereto (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.

RECITALS

WHEREAS, the Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission (the “Commission” or “SEC”) under the Securities Act; and

WHEREAS, the Company desires to sell to the Purchasers, and the Purchasers desire to purchase from the Company, shares of US$0.01 par value per share (the “Shares”) for aggregate proceeds of up to US$15,437,228 in accordance with the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants herein contained, the parties hereto hereby agree as follows:

Section 1. Authorization of Purchased Shares. The Company has authorized the sale and issuance of 8,821,273 Shares on the terms and subject to the conditions set forth in this Agreement. The Shares sold hereunder at the Closing (as defined below) shall be referred to as the “Purchased Shares.”

Section 2. Sale and Purchase of the Purchased Shares.

2.1 Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each Purchaser, and each Purchaser, severally and not jointly with any other Purchaser, agrees to purchase from the Company at the Closing (as defined in Section 3), that number of Purchased Shares set forth opposite such Purchaser’s name on Schedule I hereto (the “Schedule of Purchasers”) for the purchase price set forth opposite such Purchaser’s name, which amount represents the number of Purchased Shares purchased by such Purchaser multiplied by the price per Share of $1.75, with aggregate proceeds of up to US$15,437,228. The purchase price to be paid by each Purchaser, as set forth on Schedule I, shall be referred to as the “Aggregate Purchase Price.” Each Purchaser shall severally, and not jointly, be liable for only the purchase of the Purchased Shares that appear on the Schedule of Purchasers that relate to such Purchaser. The Company’s agreement with each of the Purchasers is a separate agreement, and the sale of Purchased Shares to each of the Purchasers is a separate sale. The obligations of each Purchaser hereunder are expressly not conditioned on the purchase by any or all of the other Purchasers of the Purchased Shares such other Purchasers have agreed to purchase.

2.2 At or prior to the Closing, each Purchaser will pay the purchase price set forth opposite such Purchaser’s name on Schedule I by wire transfer of immediately available funds in US dollars, in accordance with wire instructions provided by the Company in writing to the Purchasers prior to the Closing. On or before the Closing, the Company will instruct its transfer agent to either deliver share certificates to the Purchasers or make book-entry notations and provide updated certified copies of the Company’s register of members reflecting the share issuance to the Purchasers representing the Purchased Shares, in each case against delivery of the Aggregate Purchase Price. The foregoing notwithstanding, if the Purchaser has indicated to the Company at the time of execution of this Agreement a need to settle on a “delivery versus payment” basis, then the Company shall either deliver to such Purchaser (or such Purchaser’s designated custodian) the original share certificates or make a book-entry notation and provide updated certified copies of the Company’s register of members reflecting the share issuance to the Purchasers reflecting ownership of the Purchased Shares whereupon following receipt of such certificate(s) or written confirmation from the Company’s transfer agent that a book-entry notation and an updated register of members has been made, then the Purchaser shall then promptly wire the Aggregate Purchase Price as provided in this Section 2.

Section 3. Closing. Subject to the satisfaction of the closing conditions set forth in Section 7, the closing with respect to the transactions contemplated in Section 2 hereof (the “Closing”), shall take place at the offices of Vinson & Elkins L.L.P., 1114 Avenue of the Americas, 32nd Floor, New York, New York 10036 on the second Business Day after the Effective Date (the “Closing Date”) or at such other time and place as the Company and Purchasers may agree, including remotely via the exchange of documents and signatures.

Section 4. Representations and Warranties of the Purchasers. Each Purchaser, severally but not jointly, represents and warrants to the Company that the statements contained in this Section 4 are true and correct as of the Effective Date, and will be true and correct as of the date of the Closing Date:

4.1 Validity. The execution, delivery and performance of this Agreement and the other Transaction Documents, in each case to which such Purchaser is a party, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate, partnership, limited liability or similar actions, as applicable, on the part of such Purchaser. This Agreement has been duly executed and delivered by such Purchaser, and the other Transaction Documents to which it is a party will be duly executed and delivered by such Purchaser, and each such agreement and other instruments constitutes or will constitute a valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, or as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

4.2 Investment Representations and Warranties. Such Purchaser understands and agrees that the offering and sale of the Purchased Shares have not been registered under the Securities Act or any applicable state securities laws and are being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among

 

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other things, the bona fide nature of the investment intent and the accuracy of such Purchaser’s representations as expressed herein.

4.3 Acquisition for Own Account; No Control Intent. Such Purchaser is acquiring the Purchased Shares for its own account for investment and not with a view toward distribution in a manner which would violate the Securities Act or any applicable state securities laws. Such Purchaser is not a broker or dealer registered pursuant to Section 15 of the Exchange Act (a “Registered Broker Dealer”) and is not affiliated with a Registered Broker Dealer. Such Purchaser is not party to any agreement providing for or contemplating the distribution of any of the Purchased Shares. Such Purchaser has no present intent to effect a “change of control” of the Company as such term is understood under the rules promulgated pursuant to Section 13(d) of the Exchange Act.

4.4 Ability to Protect Its Own Interests and Bear Economic Risks. Such Purchaser, by reason of the business and financial experience of its management, has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement and is capable of evaluating the merits and risks of the investment in the Purchased Shares. Such Purchaser recognizes that the purchase of the Purchased Shares involves an extremely high degree of risk in that an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company. Such Purchaser is able to bear the economic risk of an investment in the Purchased Shares and is able to sustain a loss of all of its investment in the Purchased Shares without economic hardship, if such a loss should occur.

4.5 Accredited Investor; No Bad Actor. Such Purchaser is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act. Such Purchaser has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act.

4.6 Restricted Purchased Shares.

(a) Such Purchaser understands that the Purchased Shares will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities Act and that under such laws and applicable regulations such Purchased Shares may be resold without registration under the Securities Act only in certain limited circumstances.

(b) Such Purchaser acknowledges that the Purchased Shares must be held indefinitely unless subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available.

(c) Such Purchaser is aware of, and is familiar with, the provisions of Rule 144 under the Securities Act, which permit limited resale of securities purchased in a private placement.

4.7 No Reliance. Such Purchaser expressly acknowledges that the board of directors of the Company (the “Board of Directors”) has disclosed in full to the Purchasers that

 

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the Company (i) does not have the “chops” of certain of the Company’s Subsidiaries, including the Company’s principal operating Subsidiaries, and may never obtain the chops and the Purchasers have been made aware of the implications and legal effect thereof, (ii) does not have access to the books and records, assets, cash flow, potential liabilities, potential dispositions and encumbrances to the assets or other financial information of certain of the Company’s Subsidiaries, including the Company’s principal operating Subsidiaries, (iii) has extremely limited information regarding the operations, results of operations and financial conditions of the Company and its Subsidiaries and has been unable to file its Form 20-F for fiscal year 2021 with the SEC, as disclosed in the Company’s SEC reports and in its press releases and as communicated to the Purchaser, (iv) may never be successful in remedying any of the foregoing matters, (v) is subject to litigation (including the PRC Litigation, the West Ridge Litigation (in which West Ridge Litigation, there was a March 2023 hearing on the claim for interest and legal costs, arising from a prior judgment in the case, which, dependent upon certain outcomes, may come due prior to the resolution of the appeal) and the Hong Kong Arbitration (in which Hong Kong Arbitration, a decision is currently expected on April 6, 2023 or soon thereafter), each as defined and described in the Company’s SEC reports and the Updating 6-K (as defined below)) that, if resolved adversely to the Company, could have Material Adverse Effects on the Company and the value of the Company’s Shares, raise substantial doubt about the Company’s solvency and ability to continue as a going concern and may require the Company to pursue an out-of-court or in-court restructuring and (vi) currently has very limited liquidity and is obligated under certain outstanding indebtedness totaling approximately $18.75 million in principal under certain unsecured delayed-draw term loans, evidenced by promissory notes dated January 11, 2022, with IAT Insurance Group, Inc. (“IAT”) and IsZo Capital LP (“IsZo”) that will become due January 11, 2024, which indebtedness is being modified by the Exchange and Amendment Agreement, the Release and Settlement Agreement, the IAT A&R Promissory Note and the IsZo A&R Promissory Note. Such Purchaser acknowledges that, as the Company’s prior management team continues to hold the chops of certain Subsidiaries of the Company, the prior management team may have assumed liabilities or incurred expenses, or otherwise adversely affected the financial position of which the Company is unaware. In addition, such Purchaser acknowledges that the Company has received, on a delayed basis, the bank communications with respect to actions taken by the prior management team, as described in the Company’s SEC reports. Such Purchaser acknowledges that any such liabilities may impact the liquidity, assets, operations, and financial condition of the Company and its Subsidiaries. The Company does not have any cash flow from operations other than through its Subsidiaries which, as a result of the dispute over the chops, the Company is unable to access or otherwise distribute to itself. Such Purchaser acknowledges that the last audited financial statements available and publicly filed were as of and for the year ended December 31, 2020, and the last unaudited financial statements available and publicly filed were as of and for the three months ended September 30, 2021. Both the last audited and unaudited financial statements were prepared by the Company’s prior management team. As such, the current management team and the current Board of Directors do not have any knowledge regarding the accuracy of these financial statements. Such Purchaser acknowledges that it has reviewed the disclosure, that includes, among other things, updates regarding litigation, arbitration, other proceedings, indebtedness and other developments of the Company, as filed on Form 6-K on March 30, 2023 (the “Updating 6-K”) set forth on Exhibit B hereto and the Yu Litigation set forth on Exhibit C hereto. Such Purchaser is not relying on the Company or any of its directors, officers, employees, agents, sub-agents or legal counsel or other advisors with respect to the legal, tax, economic and related considerations

 

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involved in this investment. Such Purchaser has relied on the advice of, or has consulted with, only its advisors, if any. Such Purchaser and its advisors, if any, have had an opportunity to ask questions to and receive answers from persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of such Purchaser and its advisors, if any. Such Purchaser has made its own decision concerning the transaction contemplated herein without reliance on any representation or warranty of, or advice from, the Company, except for the Updating 6-K and the representations and warranties contained herein and in any of the other Transaction Documents. Except for the express representations and warranties contained in Section 5, the Company, nor any other person on the Company’s behalf, has not made and does not make any express or implied representations or warranties, either oral or written, whether arising by law or otherwise.

Section 5. Representations and Warranties by the Company. The Company represents and warrants to the Purchasers that, to the Knowledge of the Company (with respect to Sections 5.3 through 5.11), the statements contained in this Section 5 are true and correct as of the Effective Date, and will be true and correct, as of the date of the Closing Date:

5.1 Organization and Good Standing. The Company is duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its formation.

5.2 Corporate Power and Authority; Valid Issuance of Purchased Shares.

(a) The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by the Company’s Board of Directors or a duly authorized committee thereof and no further consent or authorization of the Company, its Board of Directors or its shareholders is required. Each of this Agreement and each of the other Transaction Documents has been duly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, or as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(b) The Purchased Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, the Purchased Shares will be validly issued, fully paid and non-assessable.

 

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5.3 Consents. Neither the execution, delivery or performance of this Agreement and the other Transaction Documents by the Company, nor the consummation by it of the obligations and transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Purchased Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents) requires any consent of, authorization by, exemption from, filing with or notice to any Governmental Entity, other than filings required under applicable U.S. federal and state securities laws, except where the failure to do so would have a Material Adverse Effect.

5.4 No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Purchased Shares and the provision to the Purchasers of the rights contemplated by the Transaction Documents) will not (a) result in a violation of the Company’s memorandum and articles of association, or any equivalent organizational document of the Company (the “Charter Documents”) or require the approval of the Company’s shareholders, (b) result in a violation of any BVI or U.S. law, rule, or regulation, or, to the Knowledge of the Company, any order, judgment or decree (including, without limitation, federal or state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or by which any property or asset of the Company is bound or affected, or (c) result in a violation of or require shareholder approval under any rule or regulation of the OTC Expert Market.

5.5 Capitalization. As of the date hereof, the Company is authorized to issue a maximum of two hundred million (200,000,000) Shares of a single class, of par value of US$0.01 par value per share. As of the date hereof: (i) 43,433,008 Shares were issued and outstanding (including 42,431 Shares to be issued at the Company’s transfer agent pursuant to vested equity awards); and (ii) 199,280 Shares were issuable (and such number was reserved for issuance) upon vesting of restricted share units for the issuance of Shares outstanding as of such date. Such figures do not include any convertible instruments, including any such instrument granted pursuant to equity incentive plans, issued or granted prior to November 30, 2021. For the avoidance of doubt, such Share figures do not take into account the contemplated issuances of Shares pursuant to (i) this Agreement, (ii) the Exchange and Amendment Agreement, (iii) the IAT A&R Promissory Note, (iv) the IsZo A&R Promissory Note, (v) the Release and Settlement Agreement, (vi) the Engagement Agreement or (vii) Shares to be issued or that may be issued to the directors or officers of the Company pursuant to the Company’s Long Term Incentive Plan.

5.6 No Integrated Offering. The Company has not directly or indirectly engaged in any form of general solicitation or general advertising with respect to the Purchased Shares, nor has the Company made any offers or sales of any security of the Company or solicited any offers to buy any security of the Company under circumstances that would require registration of the Purchased Shares under the Securities Act or any other securities laws or cause this offering of Purchased Shares to be integrated with any prior offering of securities of the Company for purposes of the Securities Act in any manner that would affect the validity of the private placement exemption under the Securities Act for the offer and sale of the Purchased Shares hereunder.

5.7 SEC Exchange Act Registration; Shell Company Status.

 

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(a) The Company’s Shares are registered under Section 12 of the Exchange Act.

(b) The Company is not, and has never been, an issuer identified in Rule 144(i)(1) under the Securities Act.

5.8 Brokers. There is no investment banker, broker, finder, financial advisor, placement agent or other Person that has been retained by or is authorized to act on behalf of the Company who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement. The Company engaged Wolfson Frontier Associates LLC to provide consulting, advisory and other services, for which it pays a fixed monthly fee (and such fee is not contingent on the transactions contemplated by this Agreement).

5.9 Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including under the Company’s Rights Agreement, dated as of December 13, 2021, between the Company and Computershare Trust Company, N.A., as Rights Agent, as subsequently amended) or other similar anti-takeover provision under the Company’s Charter Documents or the laws of its state of incorporation that is or could become applicable to each Purchaser as a result of such Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement, including without limitation as a result of the Company’s issuance of the Purchased Shares and such Purchaser’s ownership of the Purchased Shares.

5.10 Private Placement. The Company has not directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the securities under the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the issuance of the Purchased Shares are exempt from registration under the Securities Act.

5.11 No Manipulation of Share Price. The Company has not taken, nor will it take, directly or indirectly, any action designed to stabilize or manipulate the price of the Shares or any security of the Company to facilitate the sale or resale of any of the Purchased Shares.

Section 6. Covenants.

6.1 Reasonable Best Efforts. Each party shall use its reasonable best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Section 7 of this Agreement.

6.2 Reporting Status. Such Purchaser acknowledges that the Company is not current in filing reports required to be filed with the Commission pursuant to the Exchange Act and is currently unable to file the Company’s Annual Reports on Form 20-F for the years ended December 31, 2021 and 2022.

6.3 Registration. Promptly following such time as when the Company is able to file registration statements on any available forms with the SEC, the parties will use their commercially reasonable efforts to enter into a registration rights agreement, in a form to be mutually agreed upon, whereby the Company shall prepare and file with the SEC a registration

 

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statement covering the resale of the Purchased Shares and any other Shares then held by any Purchaser or any of its Affiliates for an offering to be made on a continuous basis pursuant to Rule 415 (a “resale registration statement”) and to use its commercially reasonable efforts to cause such resale registration statement to be declared effective. The Company will maintain the resale registration statement after effectiveness through the Reporting Period, after which time it will have no obligations to maintain the effectiveness of such resale registration statement. The Purchaser undertakes to provide all reasonably requested information required in connection with the filing of such resale registration statement.

6.4 Use of Proceeds. The Company will use the proceeds from the sale of the Purchased Shares for general corporate purposes, working capital and general and administrative expenses. In addition, a material portion of the proceeds will be used to pay existing obligations and liabilities including, without limitation, the fees and expenses of existing service providers, including Company counsel for this transaction. The proceeds may also be used to satisfy liabilities that come due relating to litigation or arbitration proceedings.

6.5 Pledge of Purchased Shares. The Company acknowledges and agrees that the Purchased Shares may be pledged by the Purchasers in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Purchased Shares. The pledge of Purchased Shares shall not be deemed to be a transfer, sale or assignment of the Purchased Shares hereunder, and each Purchaser will ensure that should such pledged Purchased Shares be foreclosed upon or otherwise transferred, sold or assigned, that such transfer will be in compliance with the Securities Act. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith, except for pledged Purchased Shares that are foreclosed upon. Such pledged Purchased Shares that are foreclosed upon will require a legal opinion of legal counsel in order for any transfer or for the Company to authorize the removal of any legend from such Purchased Shares. Except for pledges in connection with a bona fide margin account or other loan or financing arrangement secured by the Purchased Shares, any Purchaser that pledges Purchased Shares shall provide notice of any such pledge of Purchased Shares to the Company. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of the Purchased Shares may reasonably request in connection with a pledge or transfer of the Purchased Shares, including, if the Purchased Shares are subject to registration pursuant to Section 6.3, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling shareholders thereunder.

6.6 Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a report on Form 6-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement and the other Transaction Documents as an exhibit to such filing (including all attachments, the “6-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any Affiliate or investment advisor of the Purchaser, or include the name of any Purchaser or any Affiliate or investment advisor of the Purchaser in any filing with the Commission (other than in any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act)

 

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or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior written notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasers, to make any press release or other public disclosure with respect to such transactions (a) in substantial conformity with the 6-K Filing and contemporaneously therewith, (b) as is required by applicable law, or (c) in filings or other documents provided, submitted or filed in connection with any claim, action, suit, arbitration, investigation or other proceeding; provided, further, that such Purchaser shall be entitled, without the prior approval of the Company, to make any filing or other public disclosure with respect to such transactions as is required by Section 13 of the Exchange Act.

6.7 Expenses. The Company and each Purchaser (severally and not jointly) is liable for, and will pay, its own expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, including, without limitation, attorneys’ and consultants’ fees and expenses.

Section 7. Conditions of Parties’ Obligations.

7.1 Conditions of the Purchasers’ Obligations at the Closing. The obligations of each Purchaser under Section 2 hereof are subject to the fulfillment, prior to the Closing, of all of the following applicable conditions, any of which may be waived in whole or in part by such Purchaser in its absolute discretion. If the following conditions are not satisfied on or before 5:00 p.m. (Eastern Time) on the tenth Business Day following the Effective Date (the “Outside Date”), then such Purchaser may terminate this Agreement with respect to such Purchaser upon providing written notice to the Company.

(a) Representations and Warranties. The representations and warranties of the Company contained in this Agreement and in any certificate, if any, or other writing, if any, delivered by the Company pursuant hereto shall be true and correct, in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects), on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent expressly made as of an earlier date in which case as of such earlier date).

(b) Performance. The Company shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied by it on or prior to the Closing Date.

(c) Qualification under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable U.S. state securities

 

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laws shall have been obtained, or will be obtained within the permitted timeframes, for the lawful execution, delivery and performance of this Agreement.

(d) Transfer Agent Instructions. The Company shall have delivered to its transfer agent irrevocable written instructions to issue to such Purchaser (or in such nominee’s name(s) as designated by such Purchaser) book-entry notations representing such Purchased Shares set forth opposite such Purchaser’s name on Schedule I hereto; provided, however, that if such Purchaser has indicated to the Company at the time of execution of this Agreement a need to settle “delivery versus payment,” the Company shall deliver to such Purchaser (or such Purchaser’s designated custodian) written confirmation that such Purchased Shares have been issued in the Purchaser’s name via book-entry notation.

(e) Opinion of Counsel. Ogier, BVI counsel to the Company, shall have delivered an opinion in form and substance reasonably acceptable to such Purchaser, covering the due authorization and valid issuance of the Purchased Shares.

(f) Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official. The sale of the Purchased Shares by the Company shall not be prohibited by any law or governmental order or regulation.

7.2 Conditions of the Company’s Obligations. The obligations of the Company under Section 2 hereof with respect to each Purchaser are subject to the fulfillment prior to or on the Closing Date of all of the following conditions, any of which may be waived in whole or in part by the Company: (a) each such Purchaser at the Closing shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing, (b) the representations and warranties of each such Purchaser at the Closing contained in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) at and as of the Closing as if made at and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date) and (c) each such applicable Purchaser shall have executed and delivered a Letter Agreement in a form to be agreed upon (the “PIPE Letter Agreement”). If the foregoing conditions are not satisfied on or by the Outside Date with respect to any particular Purchaser, then the Company may terminate this Agreement with respect to such Purchaser upon providing written notice to the Purchasers.

Section 8. Transfer Restrictions; Restrictive Legend.

8.1 Transfer Restrictions. The Purchasers understand that the Company may, as a condition to the transfer of any of the Purchased Shares, require that the request for transfer be accompanied by an opinion of counsel reasonably satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Securities Act, unless such transfer is covered by an effective registration statement or by Rule 144 or Rule 144A under the Securities Act; provided, however, that an opinion of counsel shall not be required for a transfer by a Purchaser that is: (A) a partnership transferring to its partners or former partners in accordance

 

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with partnership interests, (B) a corporation transferring to a wholly owned subsidiary or a parent corporation that owns all of the capital stock of such Purchaser, (C) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, (D) an individual transferring to such Purchaser’s family member or trust for the benefit of an individual Purchaser, (E) transferring its Purchased Shares to any Affiliate of such Purchaser, in the case of an institutional investor, or other Person under common management with such Purchaser, or (F) a transfer that is made pursuant to a bona fide gift to a third party; provided, further, that (i) the transferee in each case agrees to be subject to the restrictions in this Section 8 and provides the Company with a representation letter containing customary investment representations under the Securities Act, and (ii) in the case of transferees that are partners or limited liability company members, the transfer is for no consideration. It is understood that the certificates evidencing the Purchased Shares may bear substantially the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

8.2 Unlegended Certificates. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Purchased Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Purchased Shares (if applicable) and customary representation letters: (1) following any sale of such Purchased Shares pursuant to Rule 144 or an effective registration statement, (2) if such Purchased Shares are eligible for sale under Rule 144(b)(1) without the need to comply with Rule 144(c), (3) such Purchased Shares are registered for resale under the Securities Act or (4) following the time a legend is no longer required with respect to such Purchased Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two (2) Trading Days following the delivery by a Purchaser (and, if applicable, its broker) to the Company or the Company’s transfer agent of a legended certificate representing such Purchased Shares (if applicable) and customary representation letters, deliver or cause to be delivered to such Purchaser a certificate, or evidence in book-entry form, representing such Purchased Shares that is free from all restrictive legends. Purchased Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Purchased Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and in compliance with applicable securities laws (including transfer and resale restrictions). If a Purchaser effects a transfer of the Purchased Shares in accordance with Section 8.1 and applicable securities laws, the Company shall permit the transfer and shall promptly

 

11

instruct its transfer agent to issue one or more certificates, reflect the issuance in book-entry form, or credit Purchased Shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. For the avoidance of doubt, each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 8.2 is predicated upon the Company’s reliance that such Purchaser will sell any such Purchased Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom. The Company will deliver all the necessary documentation to cause the Company’s transfer agent to remove all restrictive legends, within two (2) Trading Days after a request by a Purchaser, from any Purchased Shares (i) registered for resale under an effective registration statement, (ii) sold pursuant to Rule 144 or an effective registration statement or (iii) eligible to be sold pursuant to Rule 144(b)(1) without the need to comply with Rule 144(c) (or after Purchaser and its broker deliver a letter containing certain representations and undertaking with respect to compliance with Rule 144(c)), and cause its legal counsel to deliver to the transfer agent the necessary legal opinions required by the transfer agent, if any, in connection with such legend removal upon the receipt of such Purchaser’s (and, if applicable, its broker’s) representation letters (which, for the avoidance of doubt, shall not include any legal opinion) as requested by (and in a form reasonably acceptable to) such counsel.

Section 9. Definitions. Unless the context otherwise requires, the terms defined in this Section 9 shall have the meanings specified for all purposes of this Agreement. All accounting terms used in this Agreement, whether or not defined in this Section 9, shall be construed in accordance with GAAP.

“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

“Company” means Nam Tai Property Inc., a business company incorporated under the laws of the British Virgin Islands (“BVI”), and does not include any of its Subsidiaries.

“Engagement Agreement” means the Engagement Agreement, to be dated on or around the date hereof, by and among Hui Zhong (Shenzhen) Law Firm, Hui Zhong Law Firm Hong Kong Office and the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange and Amendment Agreement” means the Exchange and Amendment Agreement, dated on or around the date hereof, by and among the holders named therein and the Company.

“GAAP” means U.S. generally accepted accounting principles consistently applied.

“Governmental Entity” means any national federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority, self-regulatory organization or instrumentality thereof, or any court, judicial,

 

12

administrative or arbitral body or public or private tribunal of the British Virgin Islands or the United States.

“IAT A&R Promissory Note” means the Amended and Restated Promissory Note, dated on or around the date hereof, by and between IAT and the Company.

“IsZo A&R Promissory Note” means the Amended and Restated Promissory Note, dated on or around the date hereof, by and between IsZo and the Company.

“Knowledge of the Company” of a particular fact or other matter means, to the actual knowledge of the individuals set forth on Exhibit A hereto, of the following: (a) if the Person is an individual, that such individual is actually aware of such fact or other matter; and (b) if the Person is an entity, that any executive officer of such Person is actually aware.

“Material Adverse Effect” means any (i) adverse effect on the reservation, issuance, delivery or validity of the Purchased Shares, as applicable, or the transactions contemplated hereby or on the authority or ability of the Company to timely perform its obligations under this Agreement, or (ii) material adverse effect on the business, results of operations, operations, condition (financial or otherwise), prospects, properties, assets or liabilities of the Company.

“Person” means and includes all natural persons, corporations, business trusts, associations, companies, partnerships, joint ventures, limited liability companies and other entities and governments and agencies and political subdivisions.

“Release and Settlement Agreement” means the Release and Settlement Agreement, dated on or around the date hereof, by and between the Company and IsZo Capital LP.

“Reporting Period” means the period commencing on the Closing Date and ending on the earlier of: (i) the date as of which the Purchasers may sell all of the Purchased Shares under Rule 144 without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirements under Rule 144(c)(1) (or any successor thereto) promulgated under the Securities Act; or (ii) the date on which such Purchaser shall have sold all of the Purchased Shares.

“Required Holders” means: (i) prior to the Closing, each Purchaser and (ii) from and after the Closing, the Purchasers beneficially owning (as determined pursuant to Rule 13d-3 under the Exchange Act) at least 50% of the Purchased Shares.

“Subsidiary” means any corporation, association trust, limited liability company, partnership, joint venture or other business association or entity, at least 50% of the outstanding voting securities of which are at the time owned or controlled directly or indirectly by the Company.

“Trading Day” means a day on which the principal securities exchange or securities market on which the Shares are then traded is open for trading.

 

13

“Transaction Documents” means this Agreement and all exhibits and schedules thereto and hereto (including the PIPE Letter Agreement) and any other documents or agreements executed in connection with the transactions contemplated hereunder.

Section 10. Miscellaneous.

10.1 Waivers and Amendments. Upon the approval of the Company and the written consent of the Required Holders, the obligations of the Company and the rights of any Purchaser under this Agreement may be waived by the Company or such Purchaser in writing (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely). Neither this Agreement, nor any provision hereof, may be changed, waived, discharged or terminated orally or by course of dealing, but only by an instrument in writing executed by the Company and the Required Holders. Any waiver or amendment approved by the Required Holders shall treat all Purchasers in a similar fashion.

10.2 Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered: (a) when delivered, if delivered personally, (b) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) one Business Day after being sent via a reputable nationwide overnight courier service guaranteeing next Business Day delivery, or (d) when sent, with no mail undeliverable or other rejection notice, on the date of transmission to such recipient, if sent on a Business Day on or prior to 5:00 p.m. New York City time, or otherwise on the Business Day following the date of transmission in the case of email, in each case to the intended recipient as set forth below, with respect to the Company, and to the addresses set forth on the signature pages hereto, with respect to the Purchasers.

If to the Company:

Michael Cricenti

Chairman

with copies to:

Shelley A. Barber

Lawrence Elbaum

Vinson & Elkins L.L.P.

1114 Avenue of the Americas, 32nd Floor

New York, New York 10036

(212) 237-0022

sbarber@velaw.com; lelbaum@velaw.com

or at such other address as the Company or each Purchaser may specify by written notice to the other parties hereto in accordance with this Section 10.2.

10.3 Cumulative Remedies. None of the rights, powers or remedies conferred upon the Purchasers on the one hand or the Company on the other hand shall be mutually exclusive,

 

14

and each such right, power or remedy shall be cumulative and in addition to every other right, power or remedy, whether conferred by this Agreement now or hereafter available at law, in equity, by statute or otherwise.

10.4 Successors and Assigns. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective parties hereto, the successors and permitted assigns of each Purchaser and the successors of the Company, whether so expressed or not. None of the Purchasers hereto may assign its rights or obligations hereof without the prior written consent of the Company, except that a Purchaser may, without the prior consent of the Company, assign its rights to purchase the Purchased Shares hereunder to any of its Affiliates (provided each such Affiliate agrees to be bound by the terms of this Agreement and makes the same representations and warranties set forth in Section 4 hereof). The Company may not assign its rights or obligations hereof without the prior written consent of the Required Holders. This Agreement shall not inure to the benefit of or be enforceable by any other Person.

10.5 Headings. The headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement.

10.6 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the City of New York and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or outside of the jurisdiction of any such court.

10.7 No Personal Liability of Directors, Officers, Employees, Partners and Representatives. None of the officers, directors, partners, employees, incorporators, managers, shareholders or other equity holders of the Company, or any agents, advisors, attorneys, accountants, or other professional advisors of the Company, will have any liability for any obligations of the Company pursuant to this Agreement or for any claim based on, in respect of, or by reason of, the negotiation, execution or performance (or non-performance) of this Agreement, except to the extent such liability or claim against such officer, director, partner, employee, incorporator, manager, shareholder or other equity holder of the Company, or agent, advisor, attorney, accountant, or other professional advisor of the Company, is determined by a court of competent jurisdiction in a final and nonappealable judgment to have arisen out of or been related to any act or omission constituting fraud, criminal or illegal activity, gross negligence or embezzlement. Each Purchaser, by executing this Agreement, waives and releases all such liability, and such waiver and release are an essential part of the consideration for issuance of the Purchased Shares.

 

15

10.8 Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts (including by electronic mail, in .pdf or other electronic submission complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts (including counterparts delivered by facsimile or other electronic format) shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

10.9 Entire Agreement. This Agreement and the other Transaction Documents contain the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and, except as set forth below, this Agreement and the other Transaction Documents supersede and replace all other prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof and thereof. Notwithstanding the foregoing, this Agreement and the other Transaction Documents shall not supersede any confidentiality or other non-disclosure agreements that may be in place between the Company and any Purchaser.

10.10 Severability. If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable, the parties hereby waive such provision to the extent that it is found to be invalid or so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

10.11 [Reserved].

10.12 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that

 

16

each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

*    *    *    *

 

17

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed as of the Effective Date.

 

 

18

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed as of the Effective Date.

 

 

19

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed as of the Effective Date.

 

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed as of the Effective Date.

 

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed as of the Effective Date.

 

Email:

SCHEDULE I

 

Purchaser Name		No. Purchased Shares				Aggregate Purchase Price
IAT Reinsurance Company Ltd.			2,857,143			$	5,000,000
IsZo Capital Management LP			2,285,714			$	4,000,000
Oasis Investments II Master Fund Ltd.			3,278,416			$	5,737,228
Prescott Group Aggressive Small Cap Master Fund GP			400,000			$	700,000
Total			8,821,273			$	15,437,228

EXHIBIT A

Knowledge of the Company

EXHIBIT B

Updating Form 6-K

Exhibit C

Yu Litigation

Exhibit 99.2

THIS AGREEMENT is made on April 5, 2023

AMONG:

 

(1)	Nam Tai Property Inc. (“NTP”) is a company incorporated in the British Virgin Islands

 

(2)	Oasis Management Company Ltd., a Cayman Islands exempted company having its address at Ugland House, PO Box 309 Grand Cayman, KY1-1104, Cayman Islands

 

(3)	IAT Reinsurance Company Ltd., a Cayman Islands exempted company having its address at Building 4, 2nd Floor, 23 Lime Tree Bay Avenue, Governors Square, Cayman Islands

 

(4)	IsZo Capital Management LP, an investment fund and a limited partnership incorporated under the laws of the State of Delaware, United States, having its address at 590 Madison Avenue, 21st Floor, New York, NY 10022 and

 

(5)	Prescott Group Aggressive Small Cap Master Fund GP, a partnership registered under the laws of the State of Oklahoma, United States, having its address at 1924 South Utica Avenue, Suite 1120, Tulsa, Oklahoma 74104

((1) through (5) ae referred to herein separately as “party” and collectively as “parties” and each of (2) through (5) is referred to herein as a “Shareholder” and collectively as “Shareholders”)

WHEREAS:

 

(A)	Nam Tai Group Limited (“NTG”) is a Cayman Islands exempted company and is a wholly owned subsidiary of NTP.

 

(B)	Nam Tai Investment (Shenzhen) Co. Limited (“NTI”) is a company incorporated in the People’s Republic of China (“PRC”) and a wholly owned subsidiary of NTG. NTI is, in turn, the parent company of a number of operating subsidiaries in the PRC.

 

(C)	On 1 December 2021, NTG passed a sole shareholder’s written resolution in respect of NTI which:

 

(i)

Appointed Mr Yu Chunhua (郁春华) (“Mr Yu”) as the executive director, legal representative and authorized signatory of NTI;

 

(ii)

Removed Mr Jiabiao Wang (王家标) (“Mr Wang”) as the executive director, legal representative and authorized signatory of NTI;

 

(iii)

Confirmed that that Mr Wang and Ms Yu Zhang (张瑜) (“Ms Zhang”) had no power

whatsoever to possess or control NTI’s chops (including, but not limited to company chop,legal person chop, finance chop, contract chop, invoice chop and chop for taxation purposes, collectively, “NTI chops”), licenses, financial books and records of contracts (“company statutory materials”); and

 

(iv)

Confirmed that Mr Wang and Ms Zhang were required to coordinate immediately with the new executive director, the new general manager, the new legal representative and the new supervisor of NTI (“New Management”) regarding the transfer and delivery up of the company statutory materials (collectively, “Written Resolutions”).

(D) The New Management’s attempts to take control of NTI and its subsidiaries have been, and are continuing to be, thwarted by the actions of Mr Wang and Ms Zhang. Such actions have included (but not limited to):

 

(i)

Mr Wang sent a letter to the Bao’an Branch of the Shenzhen Administration for Market Regulation (“Bao’an AMR”), urging the Bao’an AMR not to register changes in respect of NTI.

 

(ii)

Mr Wang refused to deliver up the NTI chops to the New Management.

 

(iii)

Mr Wang commenced proceedings before the Shenzhen Qianhai Cooperation Zone People’s Court (“Qianhai Court”) against (1) NTP (2) NTG and (3) NTI, challenging, inter alia, the validity of the Written Resolutions (“WJB Resolution Validity Case”).

 

(E)	Due to the above actions, the NTI New Management has been unable to be registered at the Bao’an AMR as of the date of this Agreement.

 

(F)	To facilitate the New Management’s attempt to be registered at the Bao’an AMR, NTG brought a counterclaim in the WJB Resolution Validity Case, requesting the Qianhai Court to confirm the Written Resolutions valid.

 

(G)	To obtain the NTI chops, NTG – as the sole shareholder of NTI – commenced proceedings before the Qianhai Court against (1) Mr Wang Jiabiao and (2) Ms Zhang, requesting the Court to, inter alia, order Mr Wang and Ms Zhang to deliver up the NTI chops to Mr Yu. ( “Tort Case”).

 

(H)	The trial in both the WJB Resolution Validity Case and the Tort Case has been completed pending first-instance judgements issued by the Qianhai Court.

 

(I)	In the event that Mr Yu ceases to be the executive director and legal representative of NTI, it would increase the difficulty to obtain a favorable decision in the WJB Resolution Validity

Case, as the Written Resolutions appointed Mr Yu as NTI New Management. Further, even if a favorable judgement is issued, it may not assist the New Management to be registered at the Bao’an AMR and/or obtain the NTI chops.

 

(J)	In the event that Mr Yu ceases to be the executive director and legal representative of NTI, it would have negative consequential effect on the Tort case for the following reasons:

 

(i)

The relief or remedy sought needs to be amended to state that the NTI chops shall be delivered up to another designated individual rather than Mr Yu. It is, however, highly uncertain whether the Qianhai Court would permit the Plaintiff’s application to amend the claim at this stage when the trial is already completed.

 

(ii)

Even in the exceptional situation where the Qianhai Court permits the above amendment, the Qianhai Court may grant the Defendant a further opportunity to respond to the amendment, which would cause delay in obtaining a judgment.

 

(iii)

The Defendants (i.e., Mr Wang and Ms Zhang) most likely would take advantage of this application to delay the proceedings by, inter alia, applying for leave to adduce new evidence and even to have another trial.

 

(K)	In light of the above, each Shareholder acknowledges the importance of having Mr Yu as the executive director and legal representative of NTI before (1) all the proceedings mentioned above and/or (2) any other legal proceeding(s) to be initiated for the purpose of taking control of NTI are closed.

NOW, THEREFORE, each Shareholder, severally and not together with any other Shareholder, hereby agrees with NTP as follows:

 

1.

For the benefits of the lawful handover of onshore control to NTP, such Shareholder shall not take any action that would, directly or indirectly, result in the removal of, or have the effect of removing, Mr Yu as the executive director and legal representative of NTI, until such time when the conditions (1) NTI New Management obtains the NTI chops and (2) Mr Yu is registered at the Bao’ao AMR as the legal representative of NTI are both satisfied.

 

2.	This Agreement and any disputes or claims arising out of or in connection with this Agreement shall be governed by and construed in accordance with the Laws of New York.

 

3.

Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the International Chamber of Commerce. The law of this arbitration clause shall be New York. The seat of arbitration shall be New York. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English.

4.

This Agreement may be executed in four counterparts but shall not be effective until each Party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement, but all of which together shall constitute one and the same instrument. E-mailed copies of signatures shall be deemed to be original for the purpose of the effectiveness of this Agreement. If not earlier terminated pursuant to the terms hereof, the obligations hereunder shall terminate by December 31, 2024.

 

5.

The obligations of each Shareholder under this agreement are several and not joint with the obligations of any other Shareholder, and no Shareholder shall be responsible in any way for the performance or non-performance of the obligations of any other Shareholder under this agreement. Nothing contained herein, and no action taken by any Shareholder pursuant hereto or thereto, shall be deemed to constitute the Shareholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Shareholders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this agreement. Each Shareholder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this agreement, and it shall not be necessary for any other Shareholder to be joined as an additional party in any proceeding for such purpose. Each Shareholder has been represented by its own separate legal counsel in its review and negotiation of this agreement. The Company has elected to provide all Shareholders with the same terms and agreement hereunder for the convenience of the Company and not because it was required or requested to do so by any of the Shareholders. It is expressly understood and agreed that each provision contained in this agreement is between the Company and a Shareholder, solely, and not between the Company and the Shareholders collectively and not between and among the Shareholders.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

 

Oasis Management Company Ltd:

SIGNED by

/s/ Phillip Meyer

Name: Phillip Meyer

Title: Director

duly authorized for and on behalf of Oasis Management Company Ltd

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

 

IAT Reinsurance Company Ltd:

SIGNED by

/s/ David Pirrung

Name: David G. Pirrung

Title: Chief Financial Officer

duly authorized for and on behalf of IAT Reinsurance Company Ltd

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

 

IsZo Capital Management LP:

SIGNED by

/s/ Brian Sheehy

Name: Brian Sheehy

Title:

duly authorized for and on behalf of IsZo Capital Management LP

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

 

Prescott Group Aggressive Small Cap Master Fund GP:

SIGNED by

/s/ Phil Frohlich

Name: Phil Frohlich

Title: Manager

duly authorized for and on behalf of Prescott Group Aggressive Small Cap Master Fund GP

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

 

Nam Tai Property Inc.:

SIGNED by

/s/ Michael Cricenti

Name: Michael Cricenti

Title: Chairman

duly authorized for and on behalf of Nam Tai Property Inc.

Exhibit 99.3

EXCHANGE AND AMENDMENT AGREEMENT

This Exchange and Amendment Agreement (the “Agreement”) is executed as of April 5, 2023 by and among Nam Tai Property Inc., a business company incorporated under the laws of the British Virgin Islands (the “Company”), and IAT Insurance Group, Inc. (“IAT”), and shall be effective as of the Effective Time (as defined below). The parties to this Agreement are hereinafter referred to individually as a “Party” or collectively as the “Parties”.

RECITALS

WHEREAS, the Company seeks to exchange $4,338,791 of the principal and accrued but unpaid interest (the “Debt”) outstanding under the Promissory Note, dated as of January 11, 2022, between the Company and IAT (the “IAT Promissory Note”), and to enter into the Amended Promissory Note (as defined herein) for an aggregate amount of 2,479,309 shares (collectively, the “Promissory Note Shares”) of the Company’s shares, par value $0.01 per share (the “Shares”);

WHEREAS, the Company and IAT intend to enter into that certain Amended Promissory Note in the form attached hereto as Exhibit A (the “Amended Promissory Note”), which amends the IAT Promissory Note to, among other things, (y) extend the Maturity Date (as defined in the IAT Promissory Note) to January 11, 2026 and (z) amend Section 2.2 thereof to provide for the option to pay interest in Shares; and

WHEREAS, the Company is exploring raising additional equity financing through the issuance of additional Shares (the “PIPE Shares”), in which IAT is expected to participate in the amount of $5.0 million (the “Equity Funding”), through a securities purchase agreement, dated as of the date hereof, by and among the Company and each of the purchasers thereto (the “SPA”).

NOW THEREFORE, for and in consideration of the foregoing premises and the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties hereto agree as follows:

Section 1. The Parties hereby acknowledge and agree that each and all of the recitals set forth herein are true and correct and are incorporated by this reference and made a part hereof for all purposes.

Section 2. Exchange. In consideration of and in exchange for the issuance by the Company to IAT of the Promissory Note Shares, IAT and the Company shall (i) exchange the full amount of the Debt and deem such Debt to be paid in full, and (ii) amend and restate the IAT Promissory Note in the form of the Amended Promissory Note, and IAT shall issue the Amended Promissory Note to the Company, pursuant to and subject to the terms and conditions of the Amended Promissory Note. Upon satisfaction or waiver, if applicable, of the terms and subject to the conditions of this Agreement, at Closing (as defined below) (a) the Company shall issue the Promissory Note Shares and reflect such issuance in the Company’s books and records, and (b) the full amount of the Debt shall be immediately, automatically and irrevocably canceled and all obligations thereunder shall be extinguished and terminated.

Section 3. Representations and Warranties of IAT. IAT represents and warrants on behalf of itself to the Company, as of the date hereof, that:

 

1

(a)

Validity. The execution, delivery and performance of this Agreement and the documents referenced hereto (the “Transaction Documents”), in each case to which IAT is a party, and the consummation by IAT of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate, partnership, limited liability or similar actions, as applicable, on the part of IAT. This Agreement has been duly executed and delivered by IAT, and the Transaction Documents to which it is a party is or will be duly executed and delivered by IAT, including, without limitation, the cancellation of the Debt and acceptance of the Promissory Note Shares as contemplated hereunder, and each such agreement and other instruments constitutes or will constitute a valid and binding obligation of IAT, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The execution, delivery and performance by IAT of this Agreement, the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby require no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official on the part of IAT.

 

(b)

Investment Representations and Warranties. IAT understands and agrees that the offering and sale of the Promissory Note Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities laws and are being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of IAT’s representations as expressed herein.

 

(c)

Acquisition for Own Account; No Control Intent. IAT is acquiring the Promissory Note Shares for its own account for investment and not with a view toward distribution in a manner which would violate the Securities Act or any applicable state securities laws. IAT is not a broker or dealer registered pursuant to Section 15 of the Exchange Act (a “Registered Broker Dealer”) and is not affiliated with a Registered Broker Dealer. IAT is not party to any agreement providing for or contemplating the distribution of any of the Promissory Note Shares. IAT has no present intent to effect a “change of control” of the Company as such term is understood under the rules promulgated pursuant to Section 13(d) of the Exchange Act.

 

(d)

Ability to Protect Its Own Interests and Bear Economic Risks. IAT, by reason of the business and financial experience of its management, has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement and is capable of evaluating the merits and risks of the investment in the Promissory Note Shares. IAT recognizes that an investment in the Promissory Note Shares involves an extremely high degree of risk in that an investment in the

 

2

Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company. IAT is able to bear the economic risk of an investment in the Promissory Note Shares and is able to sustain a loss of all of its investment in the Promissory Note Shares without economic hardship, if such a loss should occur.

 

(e)

Accredited Investor; No Bad Actor. IAT is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act. IAT has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act.

 

(f)

Restricted Shares.

 

(i)

IAT understands that the Promissory Note Shares will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities Act and that under such laws and applicable regulations such Promissory Note Shares may be resold without registration under the Securities Act only in certain limited circumstances.

 

(ii)

IAT acknowledges that the Promissory Note Shares must be held indefinitely unless subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available.

 

(iii)

IAT is aware of, and is familiar with, the provisions of Rule 144 under the Securities Act, which permit limited resale of securities purchased in a private placement.

 

(g)

No Reliance. IAT expressly acknowledges that the board of directors of the Company (the “Board of Directors”) has disclosed in full to IAT that the Company (i) does not have the “chops” of certain of the Company’s Subsidiaries, including the Company’s principal operating Subsidiaries, and may never obtain the chops and IAT has been made aware of the implications and legal effect thereof, (ii) does not have access to the books and records, assets, cash flow, potential liabilities, potential dispositions and encumbrances to the assets or other financial information of certain of the Company’s Subsidiaries, including the Company’s principal operating Subsidiaries (iii) has extremely limited information regarding the operations, results of operations and financial conditions of the Company and its Subsidiaries and has been unable to file its Form 20-F for fiscal year 2021 with the United States Securities and Exchange Commission (the “SEC”), as disclosed in the Company’s SEC reports and in its press releases and as communicated to IAT, (iv) may never be successful in remedying any of the foregoing matters, (v) is subject to litigation (including the PRC Litigation, the West Ridge Litigation (in which West Ridge Litigation, there was a March 2023 hearing on the claim for interest and legal costs, arising from a prior judgment in the case, which, dependent upon certain outcomes, may come due prior to the resolution of the appeal) and the

 

3

Hong Kong Arbitration (in which Hong Kong Arbitration, a decision is currently expected on April 6, 2023 or soon thereafter) each, as defined and described in the Company’s SEC reports and the Updating 6-K (as defined below)) that, if resolved adversely to the Company, could have Material Adverse Effects on the Company and the value of the Company’s Shares, raise substantial doubt about the Company’s solvency and ability to continue as a going concern and may require the Company to pursue an out-of-court or in-court restructuring and (vi) currently has very limited liquidity and is obligated under certain outstanding indebtedness totaling approximately $18.75 million in principal under certain unsecured delayed-draw term loans, evidenced by the promissory notes dated January 11, 2022, with IAT Insurance Group, Inc. (“IAT”) and IAT (without giving effect to this Agreement or that certain Release and Settlement Agreement, dated as of the date hereof to be entered into between the Company and IsZo Capital LP (the “Release and Settlement Agreement”) and the transactions contemplated herein and therein). IAT acknowledges that, as the Company’s prior management team continues to hold the chops of certain Subsidiaries of the Company, the prior management team may have assumed liabilities or incurred expenses, or otherwise adversely affected the financial position of which the Company is unaware. In addition, IAT acknowledges that the Company has received, on a delayed basis, the bank communications with respect to actions taken by the prior management team, as described in the Company’s SEC reports. IAT acknowledges that any such liabilities may impact the liquidity, assets, operations, and financial condition of the Company and its Subsidiaries. The Company does not have any cash flow from operations other than through its Subsidiaries which, as a result of the dispute over the chops, the Company is unable to access or otherwise distribute to itself. IAT acknowledges that the last audited financial statements available and publicly filed were as of and for the year ended December 31, 2020, and the last unaudited financial statements available and publicly filed were as of and for the three months ended September 30, 2021. Both the last audited and unaudited financial statements were prepared by the Company’s prior management team. As such, the current management team and the current Board of Directors do not have any knowledge regarding the accuracy of these financial statements. IAT acknowledges that it has reviewed the proposed disclosure, that includes, among other things, updates regarding litigation, arbitration, other proceedings, indebtedness and other developments of the Company, as filed on Form 6-K on March 30, 2023 (the “Updating 6-K”) set forth on Exhibit B hereto and the Yu Litigation set forth on Exhibit C hereto. IAT is not relying on the Company or any of its directors, officers, employees, agents, sub-agents or legal counsel or other advisors with respect to the legal, tax, economic and related considerations involved in this investment. IAT has relied on the advice of, or has consulted with, only its advisors, if any. IAT and its advisors, if any, have had an opportunity to ask questions to and receive answers from persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of IAT and its advisors, if any. IAT has made its own decision concerning the transaction contemplated herein without reliance on any representation or warranty of, or

 

4

advice from, the Company, except for the Updating 6-K and the representations and warranties contained herein and in any of the other Transaction Documents. Except for the express representations and warranties contained in Section 4, neither the Company, nor any other person on the Company’s behalf, has made and does not make any express or implied representations or warranties, either oral or written, whether arising by law or otherwise.

 

(h)

IAT represents and warrants that (i) it is the sole legal and beneficial holder of the IAT Promissory Note (and the Debt) issued to it by the Company and (ii) such IAT Promissory Note is free and clear of any lien, encumbrance or other adverse claim, and such IAT Promissory Note is not subject to any contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the disposition of the IAT Promissory Note by IAT.

Section 4. Representations and Warranties of the Company. The Company represents and warrants to IAT, that to the Knowledge of the Company (with respect to Sections 4(c) through 4(k)), as of the date hereof, that:

 

(a)

Organization and Good Standing. The Company is duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its formation.

 

(b)

Corporate Power and Authority; Valid Issuance of Shares.

 

(i)

The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by the Company’s Board of Directors or a duly authorized committee thereof and no further consent or authorization of the Company, its Board of Directors or its shareholders is required. Each of this Agreement and each of the other Transaction Documents has been duly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

5

(ii)

The Promissory Note Shares, when issued and delivered in exchange for the cancellation of the Debt in accordance with the terms and for the consideration set forth in this Agreement, will be duly and validly authorized and issued, fully-paid and non-assessable.

 

(c)

Consents. Neither the execution, delivery or performance of this Agreement and the other Transaction Documents by the Company, nor the consummation by it of the obligations and transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Promissory Note Shares and the provision to IAT of the rights contemplated by the Transaction Documents) requires any consent of, authorization by, exemption from, filing with or notice to any Governmental Entity, other than filings required under applicable U.S. federal and state securities laws, except where the failure to do so would have a Material Adverse Effect.

 

(d)

No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Promissory Note Shares and the provision to IAT of the rights contemplated by the Transaction Documents) will not (a) result in a violation of the Company’s memorandum and articles of association, or any equivalent organizational document of the Company (the “Charter Documents”) or require the approval of the Company’s shareholders, (b) result in a violation of any BVI or U.S. law, rule, or regulation, or, to the Knowledge of the Company, any order, judgment or decree (including, without limitation, federal or state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or by which any property or asset of the Company is bound or affected, or (c) result in a violation of or require shareholder approval under any rule or regulation of the OTC Expert Market.

 

(e)

Capitalization. As of the date hereof, the Company is authorized to issue a maximum of two hundred million (200,000,000) Shares of a single class, of par value of US$0.01 par value per share. As of the date hereof: (i) 43,433,008 Shares were issued and outstanding (including 42,431 Shares to be issued at the Company’s transfer agent pursuant to vested equity awards); and (ii) 199,280 Shares were issuable (and such number was reserved for issuance) upon vesting of restricted share units for the issuance of Shares outstanding as of such date. Such figures do not include any convertible instruments, including any such instrument granted pursuant to equity incentive plans, issued or granted prior to November 30, 2021. For the avoidance of doubt, such Share figures do not take into account the contemplated issuances of Shares pursuant to (i) this Agreement, (ii) the Release and Settlement Agreement, (iii) the Amended Promissory Note, (iv) the Amended and Restated Promissory Note, dated as of the date hereof, by and between IsZo Capital LP and the Company, (v) the SPA, (vi) the Engagement Agreement, to be dated on or around the date hereof, by and among Hui Zhong (Shenzhen) Law Firm, Hui Zhong Law Firm Hong Kong Office and the Company or (vii) Shares to

 

6

be issued or that may be issued to the directors or officers of the Company pursuant to the Company’s Long Term Incentive Plan.

 

(f)

No Integrated Offering. The Company has not directly or indirectly engaged in any form of general solicitation or general advertising with respect to the Promissory Note Shares, nor has the Company made any offers or sales of any security of the Company or solicited any offers to buy any security of the Company under circumstances that would require registration of the Promissory Note Shares under the Securities Act or any other securities laws or cause this offering of Promissory Note Shares to be integrated with any prior offering of securities of the Company for purposes of the Securities Act in any manner that would affect the validity of the private placement exemption under the Securities Act for the offer and sale of the Promissory Note Shares hereunder.

 

(g)

SEC Exchange Act Registration; Shell Company Status.

 

(i)

The Company’s Shares are registered under Section 12 of the Exchange Act.

 

(ii)

The Company is not, and has never been, an issuer identified in Rule 144(i)(1) under the Securities Act.

 

(h)

Brokers. There is no investment banker, broker, finder, financial advisor, placement agent or other Person that has been retained by or is authorized to act on behalf of the Company who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement. The Company engaged Wolfson Frontier Associates LLC to provide consulting, advisory and other services, for which it pays a fixed monthly fee (and such fee is not contingent on the transactions contemplated by this Agreement).

 

(i)

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including under the Company’s Rights Agreement, dated as of December 13, 2021, between the Company and Computershare Trust Company, N.A., as Rights Agent, as subsequently amended) or other similar anti-takeover provision under the Company’s Charter Documents or the laws of its state of incorporation that is or could become applicable to IAT as a result of IAT and the Company fulfilling their obligations or exercising their rights under this Agreement, including without limitation as a result of the Company’s issuance of the Promissory Note Shares and IAT’s ownership of the Promissory Note Shares.

 

(j)

Private Placement. The Company has not directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the securities under the Securities Act. Assuming the accuracy of the representations and warranties of IAT contained

 

7

in this section hereof, the issuance of the Promissory Note Shares are exempt from registration under the Securities Act.

 

(k)

No Manipulation of Share Price. The Company has not taken, nor will it take, directly or indirectly, any action designed to stabilize or manipulate the price of the Shares or any security of the Company to facilitate the sale or resale of any of the Promissory Note Shares.

Section 5. Tax Matters.

 

(a)

For income tax purposes, the Company and IAT agree that the fair market value of the Promissory Note Shares issued to IAT pursuant to this Agreement is at least equal to the Debt cancelled pursuant to this Agreement .

Section 6. Certain Covenants.

 

(a)

Reporting Status. IAT acknowledges that the Company is not current in filing reports required to be filed with the SEC pursuant to the Exchange Act and is currently unable to file the Company’s Annual Reports on Form 20-F for the years ended December 31, 2021 and 2022.

 

(b)

Disclosure of Transactions and Other Material Information. The Company may issue a press release and file a report on Form 6-K describing the terms and conditions of the transactions contemplated by this Agreement in the form required by the Exchange Act and attaching the Agreement and the other Transaction Documents as an exhibit to such filing (including all attachments, the “6-K Filing”) if it deems a 6-K Filing advisable or necessary.

 

(c)

Expenses. The Company and IAT are liable for, and will pay, their own expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, including, without limitation, attorneys’ and consultants’ fees and expenses.

 

(d)

Registration. Promptly following such time as when the Company is able to file registration statements on any available forms with the SEC, the parties will use their commercially reasonable efforts to enter into a registration rights agreement, in a form to be mutually agreed upon, whereby the Company shall prepare and file with the SEC a registration statement covering the resale of the Promissory Note Shares for an offering to be made on a continuous basis pursuant to Rule 415 (a “resale registration statement”) and to use its commercially reasonable efforts to cause such resale registration statement to be declared effective. The Company will maintain the resale registration statement after effectiveness through the Reporting Period, after which time it will have no obligations to maintain the effectiveness of such resale registration statement. IAT undertakes to provide all reasonably requested information required in connection with the filing of such resale registration statement.

 

8

(e)

Pledge of Promissory Note Shares. The Company acknowledges and agrees that the Issued Shares may be pledged by IAT in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Promissory Note Shares. The pledge of Promissory Note Shares shall not be deemed to be a transfer, sale or assignment of the Promissory Note Shares hereunder, and IAT will ensure that should such pledged Promissory Note Shares be foreclosed upon or otherwise transferred, sold or assigned, that such transfer will be in compliance with the Securities Act. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith, except for pledged Promissory Note Shares that are foreclosed upon. Such pledged Promissory Note Shares that are foreclosed upon will require a legal opinion of legal counsel in order for any transfer or for the Company to authorize the removal of any legend from such Promissory Note Shares. Except for pledges in connection with a bona fide margin account or other loan or financing arrangement secured by the Promissory Note Shares, if IAT pledges any Promissory Note Shares, it shall provide notice of any such pledge of Promissory Note Shares to the Company. At IAT’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of the Promissory Note Shares may reasonably request in connection with a pledge or transfer of the Promissory Note Shares, including, if the Promissory Note Shares are subject to registration pursuant to Section 5(d), the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Shareholders thereunder.

Section 7. Closing; Conditions to Closing. The obligations of Company and IAT hereunder to consummate the transactions contemplated by this Agreement (the “Closing”) as of the date hereof are subject to the satisfaction of each of the following conditions:

 

(a)

Each of the representations and warranties of IAT and the Company contained in Sections 3 and 4, respectively, of this Agreement shall be true and correct in all material respects on and as of the date hereof.

 

(b)

Each of the Company and IAT shall in all material respects have performed, satisfied and complied with all of its respective covenants, agreements and conditions contained in this Agreement that are required to be performed, satisfied or complied with by it on or before the Closing.

 

(c)

On or prior to the Closing, IAT shall deliver to the Company a duly executed and properly completed Internal Revenue Service Form W-9 certifying as to a complete exemption from backup withholding.

 

(d)

The Company and IAT shall have executed and delivered the Amended Promissory Note to which they are a party.

 

(e)

The Parties shall have executed all other documents necessary for the Company’s issuance of the Promissory Note Shares in exchange for cancellation of the Debt,

 

9

and the Company’s issuance of the PIPE Shares in connection with the Equity Funding.

Section 8. Definitions. Unless the context otherwise requires, the terms defined in this Section 8 shall have the meanings specified for all purposes of this Agreement. All accounting terms used in this Agreement, whether or not defined in this Section 8, shall be construed in accordance with GAAP.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

“Governmental Entity” means any national federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority, self-regulatory organization or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal of the British Virgin Islands or the United States.

“Knowledge of the Company” of a particular fact or other matter means, to the actual knowledge of the individuals set forth on Schedule A hereto, of the following: (a) if the Person is an individual, that such individual is actually aware of such fact or other matter; and (b) if the Person is an entity, that any executive officer of such Person is actually aware.

“Material Adverse Effect” means any (i) adverse effect on the reservation, issuance, delivery or validity of the Promissory Note Shares, as applicable, or the transactions contemplated hereby or on the authority or ability of the Company to timely perform its obligations under this Agreement, or (ii) material adverse effect on the business, results of operations, condition (financial or otherwise), prospects, properties, assets or liabilities of the Company.

“Person” means and includes all natural persons, corporations, business trusts, associations, companies, partnerships, joint ventures, limited liability companies and other entities and governments and agencies and political subdivisions.

“Subsidiary” means any corporation, association trust, limited liability company, partnership, joint venture or other business association or entity, at least 50% of the outstanding voting securities of which are at the time owned or controlled directly or indirectly by the Company.

Section 9. Notices. All notices, requests and other communications under this Agreement shall be deemed delivered: (a) when delivered, if delivered personally, (b) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) one Business Day after being sent via a reputable nationwide overnight courier service guaranteeing next Business Day delivery, or (d) when sent, with no mail undeliverable or other rejection notice, on the date of transmission to such recipient, if sent on a Business Day on or prior

 

10

to 5:00 p.m. New York City time, or otherwise on the Business Day following the date of transmission in the case of email, in each case to the intended recipient as set forth below.

if to the Company, to:

Michael Cricenti

Chairman

Email:

with a copy to:

Shelley A. Barber

Lawrence Elbaum

Vinson & Elkins L.L.P.

1114 Avenue of the Americas, 32nd Floor

New York, New York 10036

(212) 237-0022

Email: sbarber@velaw.com; lelbaum@velaw.com

if to IAT, to:

Dave Pirrung

Chief Financial Offier

Email:

Section 10. Waivers and Amendments. Upon the approval of the Company and the written consent of the IAT, the obligations of the Company and the rights of IAT under this Agreement may be waived by the Company or IAT in writing (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely). Neither this Agreement, nor any provision hereof, may be changed, waived, discharged or terminated orally or by course of dealing, but only by an instrument in writing executed by the Company and IAT.

Section 11. Successors and Assigns. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective Parties hereto, the successors and permitted assigns of IAT and the successors of the Company, whether so expressed or not. None of the Parties hereto may assign its rights or obligations hereof without the prior written consent of the Company. The Company may not assign its rights or obligations hereof without the prior written consent of IAT. This Agreement shall not inure to the benefit of or be enforceable by any other Person.

Section 12. Governing Law: Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles. Any suit, action or proceeding seeking to enforce any provision

 

11

of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the City of New York and State of New York, and each of the Parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or outside of the jurisdiction of any such court.

Section 13. Counterparts. This Agreement may be executed in any number of counterparts (including by electronic mail, in .pdf or other electronic submission complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) and by different Parties hereto in separate counterparts, with the same effect as if all Parties had signed the same document. All such counterparts (including counterparts delivered by facsimile or other electronic format) shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Agreement shall become effective when each Party hereto shall have received counterparts hereof signed by all of the other parties hereto (the “Effective Time”).

Section 14. Entire Agreement. This Agreement and the other Transaction Documents contains the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and, except as set forth below, this Agreement and the other Transaction Documents supersede and replace all other prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof and thereof. Notwithstanding the foregoing, this Agreement and the other Transaction Documents shall not supersede any confidentiality or other non-disclosure agreements that may be in place between the Company and IAT.

Section 15. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 16. Severability. If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable, the parties hereby waive such provision to the extent that it is found to be invalid or so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

Section 17. Limitation on Damages. Notwithstanding anything to the contrary contained in this Agreement, none of the parties to this Agreement shall be entitled to either punitive, special, indirect, or consequential damages in connection with this Agreement and the transactions contemplated hereby. The Company and IAT hereby expressly waive any right to punitive, special, indirect, or consequential damages (including loss of profits or revenue that are

 

12

not direct, actual damages) in connection with this Agreement and the transactions contemplated hereby.

Section 18. No Personal Liability of Directors, Officers, Employees, Partners and Representatives. None of the officers, directors, partners, employees, incorporators, managers, shareholders or other equity holders of the Company, or any agents, advisors, attorneys, accountants, or other professional advisors of the Company, will have any liability for any obligations of the Company pursuant to this Agreement or for any claim based on, in respect of, or by reason of, the negotiation, execution or performance (or non-performance) of this Agreement. IAT, by executing this Agreement, waives and releases all such liability, and such waiver and release are an essential part of the consideration for issuance of the Promissory Note Shares.

Section 19. Negotiations. This Agreement is the product of arms-length negotiations among the Parties, and no Party to this Agreement shall be charged with having promulgated this Agreement and it is not to be construed more or less favorably between the parties by reason of authorship or origin of language.

Section 20. Knowledge and Representation. Prior to its execution of this Agreement, each Party (a) has fully informed him or herself of the terms, content, provisions, and legal effect of this Agreement and as to all facts and conditions necessary to the decision to execute this Agreement, which decision is made knowingly, freely, and voluntarily without duress, coercion or undue influence and with full and free understanding of its terms; and (b) has had access to and the benefit of qualified legal representation and counsel chosen by such Party concerning this Agreement.

[Signature Pages Follow]

 

13

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date hereof.

 

 

[Signature Page to Exchange and Amendment Agreement]

 

[Signature Page to Exchange and Amendment Agreement]

EXHIBIT A

Form of Amended and Restated Promissory Note

EXHIBIT B

Updating 6-K

EXHIBIT C

Yu Litigation

SCHEDULE A

KNOWLEDGE OF THE COMPANY

Exhibit 99.4

RELEASE AND SETTLEMENT AGREEMENT

This Release and Settlement Agreement (the “Agreement”) is executed as of April 5, 2023 by and among Nam Tai Property Inc., a business company incorporated under the laws of the British Virgin Islands (the “Company”), and IsZo Capital LP (“IsZo”), and shall be effective as of the Effective Time (as defined below). The parties to this Agreement are hereinafter referred to individually as a “Party” or collectively as the “Parties”.

RECITALS

WHEREAS, pursuant to that certain order of the British Virgin Island Commercial Court dated November 25, 2021 (the “Order”), IsZo holds a claim against the Company in the amount of $404,541.53 (the “Litigation Debt”);

WHEREAS, immediately prior to the Effective Time, the Company has not paid or otherwise satisfied any portion of the Litigation Debt;

WHEREAS, IsZo contends that it holds certain claims and causes of action against the Company arising from and related to the Company’s failure to repay the Litigation Debt (the “IsZo Claims”);

WHEREAS, on December 13, 2022, the Company submitted a draw request (the “Draw Request”) to IsZo under the Promissory Note, dated as of January 11, 2022 between the Company and IsZo (the “IsZo Promissory Note”);

WHEREAS, IsZo contended that it was not obligated to honor the Draw Request and, as a result, failed to honor the Draw Request;

WHEREAS, the Company contends that it holds certain claims and causes of action against IsZo arising from and related to IsZo’s failure to honor its obligations to the Company under the IsZo Promissory Note and the Draw Request (collectively, the “Company Claims”);

WHEREAS, the Company seeks to exchange $1,102,707 of the principal and accrued but unpaid interest (the “Promissory Note Debt”, and together with the Litigation Debt, the “Debt”) outstanding under the IsZo Promissory Note for an aggregate amount of 630,118 shares (collectively, the “Promissory Note Shares”) of the Company’s shares, par value $0.01 per share (the “Shares”);

WHEREAS, the Company and IsZo intend to enter into that certain Amended Promissory Note in the form attached hereto as Exhibit A (the “Amended Promissory Note”), which amends the IsZo Promissory Note to, among other things, (y) extend the Maturity Date (as defined in the IsZo Promissory Note) to January 11, 2026 and (z) amend Section 2.2 thereof to provide for the option to pay interest in Shares;

WHEREAS, the Company seeks to cancel and exchange the Litigation Debt owed to IsZo for an aggregate amount of 231,167 Shares (the “Litigation Debt Shares,” and together with the Promissory Note Shares, the “Issued Shares”);

WHEREAS, the Company seeks to issue additional Shares (the “PIPE Shares”) to IsZo in exchange for consideration paid by IsZo in the amount of $4.0 million, through a securities purchase agreement, dated as of the date hereof, by and among the Company and each of the purchasers thereto (the “SPA”); and

WHEREAS, the Parties desire to: (a) resolve the outstanding disputes between them as described in these Recitals; (b) enter into this Agreement; (c) enter into the Amended Promissory Note; and (d) enter into the SPA.

NOW THEREFORE, for and in consideration of the foregoing premises and the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties hereto agree as follows:

Section 1. Settlement and Release. On the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements contained herein, and in exchange for the consideration given therefore, on the Effective Time:

 

(a)

IsZo shall exchange the full amount of the Litigation Debt, and deem the Litigation Debt to be cancelled and all obligations thereunder to be automatically extinguished and terminated, for the Litigation Debt Shares, which the Company shall issue to IsZo;

 

(b)

In consideration of and in exchange for the issuance by the Company to IsZo of the Promissory Note Shares, IsZo and the Company shall (i) exchange the full amount of the Promissory Note Debt and deem such Promissory Note Debt to be paid in full, and (ii) IsZo and the Company shall amend and restate the IsZo Promissory Note in the form of the Amended Promissory Note, and IsZo shall issue the Amended Promissory Note to the Company, pursuant to and subject to the terms and conditions of the Amended Promissory Note;

 

(c)

IsZo shall pay $4.0 million in cash (the “Equity Funding”) to the Company in exchange for issuance by the Company to IsZo of the PIPE Shares, pursuant to and subject to the terms and conditions of the SPA; and

 

(d)

Upon the consummation of each of the foregoing (a) – (c) and subject to the satisfaction of each of the conditions described in Section 6 hereof, (i) the Company shall irrevocably release, acquit, and forever discharge IsZo of and from any claim or cause of action it may hold against IsZo as it relates to the Company Claims in existence as of the Effective Time (other than with respect to IsZo’s obligations under this Agreement) and (ii) IsZo shall irrevocably release, acquit, and forever discharge the Company of and from any claim or cause of action it may hold against the Company as it relates to the Litigation Debt in existence as of the Effective Time (other than with respect to the Company’s obligations under this Agreement).

Section 2. Representations and Warranties of IsZo. IsZo represents and warrants on behalf of itself to the Company, as of the date hereof, that:

 

2

(a)

Validity. The execution, delivery and performance of this Agreement and the documents referenced hereto (the “Transaction Documents”), in each case to which IsZo is a party, and the consummation by IsZo of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate, partnership, limited liability or similar actions, as applicable, on the part of IsZo. This Agreement has been duly executed and delivered by IsZo, and the Transaction Documents to which it is a party is or will be duly executed and delivered by IsZo, including, without limitation, the cancellation of the Debt and acceptance of the Issued Shares as contemplated hereunder, and each such agreement and other instruments constitutes or will constitute a valid and binding obligation of IsZo, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The execution, delivery and performance by IsZo of this Agreement, the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby require no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official on the part of IsZo.

 

(b)

Investment Representations and Warranties. IsZo understands and agrees that the offering and sale of the Issued Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities laws and are being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of IsZo’s representations as expressed herein.

 

(c)

Acquisition for Own Account; No Control Intent. IsZo is acquiring the Issued Shares for its own account for investment and not with a view toward distribution in a manner which would violate the Securities Act or any applicable state securities laws. IsZo is not a broker or dealer registered pursuant to Section 15 of the Exchange Act (a “Registered Broker Dealer”) and is not affiliated with a Registered Broker Dealer. IsZo is not party to any agreement providing for or contemplating the distribution of any of the Issued Shares. IsZo has no present intent to effect a “change of control” of the Company as such term is understood under the rules promulgated pursuant to Section 13(d) of the Exchange Act.

 

(d)

Ability to Protect Its Own Interests and Bear Economic Risks. IsZo, by reason of the business and financial experience of its management, has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement and is capable of evaluating the merits and risks of the investment in the Issued Shares. IsZo recognizes that an investment in the Issued Shares involves an extremely high degree of risk in that an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment

 

3

should consider investing in the Company. IsZo is able to bear the economic risk of an investment in the Issued Shares and is able to sustain a loss of all of its investment in the Issued Shares without economic hardship, if such a loss should occur.

 

(e)

Accredited Investor; No Bad Actor. IsZo is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act. IsZo has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act.

 

(f)

Restricted Shares.

 

(i)

IsZo understands that the Issued Shares will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities Act and that under such laws and applicable regulations such Issued Shares may be resold without registration under the Securities Act only in certain limited circumstances.

 

(ii)

IsZo acknowledges that the Issued Shares must be held indefinitely unless subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available.

 

(iii)

IsZo is aware of, and is familiar with, the provisions of Rule 144 under the Securities Act, which permit limited resale of securities purchased in a private placement.

 

(g)

No Reliance. IsZo expressly acknowledges that the board of directors of the Company (the “Board of Directors”) has disclosed in full to IsZo that the Company (i) does not have the “chops” of certain of the Company’s Subsidiaries, including the Company’s principal operating Subsidiaries, and may never obtain the chops and IsZo has been made aware of the implications and legal effect thereof , (ii) does not have access to the books and records, assets, cash flow, potential liabilities, potential dispositions and encumbrances to the assets or other financial information of certain of the Company’s Subsidiaries, including the Company’s principal operating Subsidiaries (iii) has extremely limited information regarding the operations, results of operations and financial conditions of the Company and its Subsidiaries and has been unable to file its Form 20-F for fiscal year 2021 with the United States Securities and Exchange Commission (the “SEC”), as disclosed in the Company’s SEC reports and in its press releases and as communicated to IsZo, (iv) may never be successful in remedying any of the foregoing matters, (v) is subject to litigation (including the PRC Litigation, the West Ridge Litigation (in which West Ridge Litigation, there was a March 2023 hearing on the claim for interest and legal costs, arising from a prior judgment in the case, which, dependent upon certain outcomes, may come due prior to the resolution of the appeal) and the Hong Kong Arbitration (in which Hong Kong Arbitration, a decision is currently expected on April 6, 2023 or soon thereafter) each, as defined and described in the

 

4

Company’s SEC reports and the Updating 6-K (as defined below)) that, if resolved adversely to the Company, could have Material Adverse Effects on the Company and the value of the Company’s Shares, raise substantial doubt about the Company’s solvency and ability to continue as a going concern and may require the Company to pursue an out-of-court or in-court restructuring and (vi) currently has very limited liquidity and is obligated under certain outstanding indebtedness totaling approximately $18.75 million in principal under certain unsecured delayed-draw term loans, evidenced by the promissory notes dated January 11, 2022, with IAT Insurance Group, Inc. (“IAT”) and IsZo (without giving effect to this Agreement or that certain Exchange and Amendment Agreement, dated as of the date hereof to be entered into between the Company and IAT (the “Exchange and Amendment Agreement”) and the transactions contemplated herein and therein). IsZo acknowledges that, as the Company’s prior management team continues to hold the chops of certain Subsidiaries of the Company, the prior management team may have assumed liabilities or incurred expenses, or otherwise adversely affected the financial position of which the Company is unaware. In addition, IsZo acknowledges that the Company has received, on a delayed basis, the bank communications with respect to actions taken by the prior management team, as described in the Company’s SEC reports. IsZo acknowledges that any such liabilities may impact the liquidity, assets, operations, and financial condition of the Company and its Subsidiaries. The Company does not have any cash flow from operations other than through its Subsidiaries which, as a result of the dispute over the chops, the Company is unable to access or otherwise distribute to itself. IsZo acknowledges that the last audited financial statements available and publicly filed were as of and for the year ended December 31, 2020, and the last unaudited financial statements available and publicly filed were as of and for the three months ended September 30, 2021. Both the last audited and unaudited financial statements were prepared by the Company’s prior management team. As such, the current management team and the current Board of Directors do not have any knowledge regarding the accuracy of these financial statements. IsZo acknowledges that it has reviewed the proposed disclosure, that includes, among other things, updates regarding litigation, arbitration, other proceedings, indebtedness and other developments of the Company, as filed on Form 6-K on March 30, 2023 (the “Updating 6-K”) set forth on Exhibit B hereto and the Yu Litigation set forth on Exhibit C hereto. IsZo is not relying on the Company or any of its directors, officers, employees, agents, sub-agents or legal counsel or other advisors with respect to the legal, tax, economic and related considerations involved in this investment. IsZo has relied on the advice of, or has consulted with, only its advisors, if any. IsZo and its advisors, if any, have had an opportunity to ask questions to and receive answers from persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of IsZo and its advisors, if any. IsZo has made its own decision concerning the transaction contemplated herein without reliance on any representation or warranty of, or advice from, the Company, except for the Updating 6-K and the representations and warranties contained herein and in any of the other Transaction Documents.

 

5

Except for the express representations and warranties contained in Section 4, neither the Company, nor any other person on the Company’s behalf, has made and does not make any express or implied representations or warranties, either oral or written, whether arising by law or otherwise.

 

(h)

IsZo represents and warrants that (i) it is the sole legal and beneficial holder of the IsZo Promissory Note (and the Promissory Note Debt) issued to it by the Company and (ii) such IsZo Promissory Note is free and clear of any lien, encumbrance or other adverse claim, and such IsZo Promissory Note is not subject to any contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the disposition of the IsZo Promissory Note by IsZo.

Section 3. Representations and Warranties of the Company. The Company represents and warrants to IsZo, that to the Knowledge of the Company (with respect to Sections 3(c) through 3(k)), as of the date hereof, that:

 

(a)

Organization and Good Standing. The Company is duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its formation.

 

(b)

Corporate Power and Authority; Valid Issuance of Shares.

 

(i)

The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by the Company’s Board of Directors or a duly authorized committee thereof and no further consent or authorization of the Company, its Board of Directors or its shareholders is required. Each of this Agreement and each of the other Transaction Documents has been duly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

(ii)

The Issued Shares, when issued and delivered in exchange for the cancellation of the Debt in accordance with the terms and for the

 

6

consideration set forth in this Agreement, will be duly and validly authorized and issued, fully-paid and non-assessable.

 

(c)

Consents. Neither the execution, delivery or performance of this Agreement and the other Transaction Documents by the Company, nor the consummation by it of the obligations and transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Issued Shares and the provision to IsZo of the rights contemplated by the Transaction Documents) requires any consent of, authorization by, exemption from, filing with or notice to any Governmental Entity, other than filings required under applicable U.S. federal and state securities laws, except where the failure to do so would have a Material Adverse Effect.

 

(d)

No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Issued Shares and the provision to IsZo of the rights contemplated by the Transaction Documents) will not (a) result in a violation of the Company’s memorandum and articles of association, or any equivalent organizational document of the Company (the “Charter Documents”) or require the approval of the Company’s shareholders, (b) result in a violation of any BVI or U.S. law, rule, or regulation, or, to the Knowledge of the Company, any order, judgment or decree (including, without limitation, federal or state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or by which any property or asset of the Company is bound or affected, or (c) result in a violation of or require shareholder approval under any rule or regulation of the OTC Expert Market.

 

(e)

Capitalization. As of the date hereof, the Company is authorized to issue a maximum of two hundred million (200,000,000) Shares of a single class, of par value of US$0.01 par value per share. As of the date hereof: (i) 43,433,008 Shares were issued and outstanding (including 42,431 Shares to be issued at the Company’s transfer agent pursuant to vested equity awards); and (ii) 199,280 Shares were issuable (and such number was reserved for issuance) upon vesting of restricted share units for the issuance of Shares outstanding as of such date. Such figures do not include any convertible instruments, including any such instrument granted pursuant to equity incentive plans, issued or granted prior to November 30, 2021. For the avoidance of doubt, such Share figures do not take into account the contemplated issuances of Shares pursuant to (i) this Agreement, (ii) the Exchange and Amendment Agreement, (iii) the Amended Promissory Note (iv) the Amended and Restated Promissory Note by and between IAT and the Company, (v) the SPA, (vi) the Engagement Agreement, to be dated on or around the date hereof, by and among Hui Zhong (Shenzhen) Law Firm, Hui Zhong Law Firm Hong Kong Office and the Company or (vii) Shares to be issued or that may be issued to the directors or officers of the Company pursuant to the Company’s Long Term Incentive Plan.

 

7

(f)

No Integrated Offering. The Company has not directly or indirectly engaged in any form of general solicitation or general advertising with respect to the Issued Shares, nor has the Company made any offers or sales of any security of the Company or solicited any offers to buy any security of the Company under circumstances that would require registration of the Issued Shares under the Securities Act or any other securities laws or cause this offering of Issued Shares to be integrated with any prior offering of securities of the Company for purposes of the Securities Act in any manner that would affect the validity of the private placement exemption under the Securities Act for the offer and sale of the Issued Shares hereunder.

 

(g)

SEC Exchange Act Registration; Shell Company Status.

 

(i)

The Company’s Shares are registered under Section 12 of the Exchange Act.

 

(ii)

The Company is not, and has never been, an issuer identified in Rule 144(i)(1) under the Securities Act.

 

(h)

Brokers. There is no investment banker, broker, finder, financial advisor, placement agent or other Person that has been retained by or is authorized to act on behalf of the Company who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement. The Company engaged Wolfson Frontier Associates LLC to provide consulting, advisory and other services, for which it pays a fixed monthly fee (and such fee is not contingent on the transactions contemplated by this Agreement).

 

(i)

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including under the Company’s Rights Agreement, dated as of December 13, 2021, between the Company and Computershare Trust Company, N.A., as Rights Agent, as subsequently amended) or other similar anti-takeover provision under the Company’s Charter Documents or the laws of its state of incorporation that is or could become applicable to IsZo as a result of IsZo and the Company fulfilling their obligations or exercising their rights under this Agreement, including without limitation as a result of the Company’s issuance of the Issued Shares and IsZo’s ownership of the Issued Shares.

 

(j)

Private Placement. The Company has not directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the securities under the Securities Act. Assuming the accuracy of the representations and warranties of IsZo contained in this section hereof, the issuance of the Issued Shares are exempt from registration under the Securities Act.

 

(k)

No Manipulation of Share Price. The Company has not taken, nor will it take, directly or indirectly, any action designed to stabilize or manipulate the price of the

 

8

Shares or any security of the Company to facilitate the sale or resale of any of the Issued Shares.

Section 4. Tax Matters.

 

(a)

For income tax purposes, the Company and IsZo agree that the fair market value of the Issued Shares issued to IsZo pursuant to this Agreement is at least equal to the Debt released pursuant to the Order and the Promissory Note Debt.

Section 5. Certain Covenants.

 

(a)

Reporting Status. IsZo acknowledges that the Company is not current in filing reports required to be filed with the SEC pursuant to the Exchange Act and is currently unable to file the Company’s Annual Reports on Form 20-F for the years ended December 31, 2021 and 2022.

 

(b)

Disclosure of Transactions and Other Material Information. The Company may issue a press release and file a report on Form 6-K describing the terms and conditions of the transactions contemplated by this Agreement in the form required by the Exchange Act and attaching the Agreement and the other Transaction Documents as an exhibit to such filing (including all attachments, the “6-K Filing”) if it deems a 6-K Filing advisable or necessary.

 

(c)

Expenses. The Company and IsZo are liable for, and will pay, their own expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, including, without limitation, attorneys’ and consultants’ fees and expenses.

 

(d)

Registration. Promptly following such time as when the Company is able to file registration statements on any available forms with the SEC, the parties will use their commercially reasonable efforts to enter into a registration rights agreement, in a form to be mutually agreed upon, whereby the Company shall prepare and file with the SEC a registration statement covering the resale of the Issued Shares for an offering to be made on a continuous basis pursuant to Rule 415 (a “resale registration statement”) and to use its commercially reasonable efforts to cause such resale registration statement to be declared effective. The Company will maintain the resale registration statement after effectiveness through the Reporting Period, after which time it will have no obligations to maintain the effectiveness of such resale registration statement. IsZo undertakes to provide all reasonably requested information required in connection with the filing of such resale registration statement.

 

(e)

Pledge of Issued Shares. The Company acknowledges and agrees that the Issued Shares may be pledged by IsZo in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Issued Shares. The pledge of Issued Shares shall not be deemed to be a transfer, sale or assignment of the Issued Shares hereunder, and IsZo will ensure that should such pledged Issued Shares be foreclosed upon or otherwise transferred, sold or assigned, that such

 

9

transfer will be in compliance with the Securities Act. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith, except for pledged Issued Shares that are foreclosed upon. Such pledged Issued Shares that are foreclosed upon will require a legal opinion of legal counsel in order for any transfer or for the Company to authorize the removal of any legend from such Issued Shares. Except for pledges in connection with a bona fide margin account or other loan or financing arrangement secured by the Issued Shares, if IsZo pledges any Issued Shares, it shall provide notice of any such pledge of Issued Shares to the Company. At IsZo’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of the Issued Shares may reasonably request in connection with a pledge or transfer of the Issued Shares, including, if the Issued Shares are subject to registration pursuant to Section 5(d), the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Shareholders thereunder.

Section 6. Closing; Conditions to Closing. The obligations of Company and IsZo hereunder to consummate the transactions contemplated by this Agreement (the “Closing”) as of the date hereof are subject to the satisfaction of each of the following conditions:

 

(a)

Each of the representations and warranties of IsZo and the Company contained in Sections 3 and 4, respectively, of this Agreement shall be true and correct in all material respects on and as of the date hereof.

 

(b)

Each of the Company and IsZo shall in all material respects have performed and complied with all of its respective covenants, agreements and conditions contained in this Agreement that are required to be performed, satisfied or complied with by it on or before the Closing.

 

(c)

On or prior to the Closing, IsZo shall deliver to the Company a duly executed and properly completed Internal Revenue Service Form W-9 certifying as to a complete exemption from backup withholding.

 

(d)

The Company and IsZo shall have executed and delivered the Amended Promissory Note and the SPA.

 

(e)

The Parties shall have executed all other documents necessary for the Company’s issuance of the Issued Shares in exchange for cancellation of the Debt and the Company’s issuance of the PIPE Shares in connection with the Equity Funding.

Section 7. Definitions. Unless the context otherwise requires, the terms defined in this Section 8 shall have the meanings specified for all purposes of this Agreement. All accounting terms used in this Agreement, whether or not defined in this Section 8, shall be construed in accordance with GAAP.

 

10

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

“Governmental Entity” means any national federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority, self-regulatory organization or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal of the British Virgin Islands or the United States.

“Knowledge of the Company” of a particular fact or other matter means, to the actual knowledge of the individuals set forth on Schedule A hereto, of the following: (a) if the Person is an individual, that such individual is actually aware of such fact or other matter; and (b) if the Person is an entity, that any executive officer of such Person is actually aware.

“Material Adverse Effect” means any (i) adverse effect on the reservation, issuance, delivery or validity of the Issued Shares, as applicable, or the transactions contemplated hereby or on the authority or ability of the Company to timely perform its obligations under this Agreement, or (ii) material adverse effect on the business, results of operations, condition (financial or otherwise), prospects, properties, assets or liabilities of the Company.

“Person” means and includes all natural persons, corporations, business trusts, associations, companies, partnerships, joint ventures, limited liability companies and other entities and governments and agencies and political subdivisions.

“Subsidiary” means any corporation, association trust, limited liability company, partnership, joint venture or other business association or entity, at least 50% of the outstanding voting securities of which are at the time owned or controlled directly or indirectly by the Company.

Section 8. Notices. All notices, requests and other communications under this Agreement shall be deemed delivered: (a) when delivered, if delivered personally, (b) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) one Business Day after being sent via a reputable nationwide overnight courier service guaranteeing next Business Day delivery, or (d) when sent, with no mail undeliverable or other rejection notice, on the date of transmission to such recipient, if sent on a Business Day on or prior to 5:00 p.m. New York City time, or otherwise on the Business Day following the date of transmission in the case of email, in each case to the intended recipient as set forth below.

if to the Company, to:

Michael Cricenti

Chairman

Email:

 

11

with a copy to:

Shelley A. Barber

Lawrence Elbaum

Vinson & Elkins L.L.P.

1114 Avenue of the Americas, 32nd Floor

New York, New York 10036

(212) 237-0022

Email: sbarber@velaw.com; lelbaum@velaw.com

if to IsZo, to:

IsZo Capital LP

Brian L. Sheehy

with a copy to:

Ross Yustein

Christopher P. Davis

Kleinberg, Kaplan, Wolff & Cohen P.C.

500 Fifth Avenue

New York, New York 10110

Email: ryustein@kkwc.com; cdavis@kkwc.com

Section 9. Waivers and Amendments. Upon the approval of the Company and the written consent of the IsZo, the obligations of the Company and the rights of IsZo under this Agreement may be waived by the Company or IsZo in writing (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely). Neither this Agreement, nor any provision hereof, may be changed, waived, discharged or terminated orally or by course of dealing, but only by an instrument in writing executed by the Company and IsZo.

Section 10. Successors and Assigns. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective Parties hereto, the successors and permitted assigns of IsZo and the successors of the Company, whether so expressed or not. None of the Parties hereto may assign its rights or obligations hereof without the prior written consent of the Company. The Company may not assign its rights or obligations hereof without the prior written consent of IsZo. This Agreement shall not inure to the benefit of or be enforceable by any other Person.

Section 11. Governing Law: Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the City of New York and State of New York, and each of the Parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and

 

12

irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or outside of the jurisdiction of any such court.

Section 12. Counterparts. This Agreement may be executed in any number of counterparts (including by electronic mail, in .pdf or other electronic submission complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) and by different Parties hereto in separate counterparts, with the same effect as if all Parties had signed the same document. All such counterparts (including counterparts delivered by facsimile or other electronic format) shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Agreement shall become effective when each Party hereto shall have received counterparts hereof signed by all of the other parties hereto (the “Effective Time”).

Section 13. Entire Agreement. This Agreement and the other Transaction Documents contains the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and, except as set forth below, this Agreement and the other Transaction Documents supersede and replace all other prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof and thereof. Notwithstanding the foregoing, this Agreement and the other Transaction Documents shall not supersede any confidentiality or other non-disclosure agreements that may be in place between the Company and IsZo.

Section 14. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 15. Severability. If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable, the parties hereby waive such provision to the extent that it is found to be invalid or so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

Section 16. Limitation on Damages. Notwithstanding anything to the contrary contained in this Agreement, none of the parties to this Agreement shall be entitled to either punitive, special, indirect, or consequential damages in connection with this Agreement and the transactions contemplated hereby. The Company and IsZo hereby expressly waive any right to punitive, special, indirect, or consequential damages (including loss of profits or revenue that are not direct, actual damages) in connection with this Agreement and the transactions contemplated hereby.

Section 17. No Personal Liability of Directors, Officers, Employees, Partners and Representatives. None of the officers, directors, partners, employees, incorporators, managers,

 

13

shareholders or other equity holders of the Company, or any agents, advisors, attorneys, accountants, or other professional advisors of the Company, will have any liability for any obligations of the Company pursuant to this Agreement or for any claim based on, in respect of, or by reason of, the negotiation, execution or performance (or non-performance) of this Agreement. IsZo, by executing this Agreement, waives and releases all such liability, and such waiver and release are an essential part of the consideration for issuance of the Issued Shares.

Section 18. Negotiations. This Agreement is the product of arms-length negotiations among the Parties, and no Party to this Agreement shall be charged with having promulgated this Agreement and it is not to be construed more or less favorably between the parties by reason of authorship or origin of language.

Section 19. No Admission of Liability. It is agreed that nothing herein is deemed to be an admission of liability on the part of the Parties.

Section 20. Knowledge and Representation. Prior to its execution of this Agreement, each Party (a) has fully informed him or herself of the terms, content, provisions, and legal effect of this Agreement and as to all facts and conditions necessary to the decision to execute this Agreement, which decision is made knowingly, freely, and voluntarily without duress, coercion or undue influence and with full and free understanding of its terms; and (b) has had access to and the benefit of qualified legal representation and counsel chosen by such Party concerning this Agreement.

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date hereof.

 

 

[Signature Page to Release and Settlement Agreement]

 

[Signature Page to Release and Settlement Agreement]

EXHIBIT A

Form of Amended and Restated Promissory Note

EXHIBIT B

Updating 6-K

EXHIBIT C

Yu Litigation

SCHEDULE A

KNOWLEDGE OF THE COMPANY

Exhibit 99.5

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.

THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE, THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THE NOTE, PLEASE CONTACT DAVID G. PIRRUNG AT 702 OBERLIN ROAD, RALEIGH, NORTH CAROLINA 27605.

AMENDED AND RESTATED PROMISSORY NOTE (the “Note”)

 

$12,000,000.00		April 1, 2023

NAM TAI PROPERTY INC., a business company organized under the laws of the British Virgin Islands (the “Company”), for value received, hereby promises to pay to IAT INSURANCE GROUP, INC. (the “Holder”), or its registered assigns, the principal sum of TWELVE MILLION DOLLARS ($12,000,000.00), which amount has been advanced and remains outstanding as of the date hereof, together with interest on the unpaid principal balance as set forth below, in lawful money of the United States of America and in immediately available funds, on or prior to the Maturity Date (as defined below) as set forth herein.

 

1.	Term Loan Commitment.

 

1.1

The Loan.

(a) This Note evidences the loans (including the Existing Loan) made to the Company by the Holder (the “Loans”) as of April 1, 2023 (the “Closing Date”) in an initial aggregate principal amount of US $12,000,000.00 (the “Commitment”), as such amount may be increased, in each case, in accordance with the terms hereof. Provided, that, at the Company’s written request, the Holder may (in its sole discretion) agree in writing to increase the Commitment by an aggregate amount not to exceed an incremental $10,000,000.00 (the “Maximum Commitment”). The outstanding principal balance of this Note at any time shall be the amount of the Loans advanced less the amount of payments or prepayments of principal made on this Note by or for the account of the Company, as may be further adjusted in accordance with the terms of this Note, including pursuant to Section 2.2 hereof (the “Adjusted Principal Balance”).

(b) As of the Closing Date, the Holder has made a Loan to the Company in an amount equal to $12,000,000.00 (the “Existing Loan”).

1.2 Borrowing Mechanics for Commitment Increase. Pursuant to Section 1.1(a) above, the Holder may in its sole discretion agree to increase the Commitment. To request any such Loans from an increase in the Commitment be funded under this Note, the Company shall deliver to the Holder by hand delivery, telecopy, or electronic mail a duly completed and executed borrowing request (a “Borrowing Request”) not later than 5:00 p.m., New York City, New York time (or such later time as approved by the Holder), two (2) business days prior to the date of the proposed funding of a Loan. Each such Borrowing Request will be irrevocable and must specify the following information:

(a) the amount of the requested Loans to be made pursuant to this Note, which in the aggregate together with the Existing Loan may not exceed the Maximum Commitment

(b) the date of the proposed funding under this Note, which must be a business day that is on or prior to the Maturity Date;

(c) the location and number of the Company’s account to which funds are to be disbursed; and

(d) a certification of the Company that no Event of Default exists as of such date.

On the date specified for each Loan, subject to the terms and conditions of this Note, Holder shall make such advances available to the Company by depositing the same, in immediately available funds, in an account designated by the Company, or by such other means as is acceptable to Holder and Company. The Holder is hereby authorized to record on Annex A the dates and amounts of Advances, the repayments of Loans, and the aggregate amount of Loans then outstanding, and such recordations shall constitute prima facie evidence of the accuracy of the information recorded in the absence of manifest error.

2. Terms of this Note.

2.1 Principal. The Adjusted Principal Balance shall be due and payable in immediately available funds in its entirety on or prior to the earliest of (i) January 11, 2026, or (ii) the date that the Loans shall become due and payable in full hereunder, whether by acceleration or otherwise (such earliest date, the “Maturity Date”), at which time this Note shall terminate (if it has not previously terminated in accordance with the terms hereof) and the Holder shall have no further obligations to make Loans hereunder. Amounts borrowed and repaid under this Note may not be reborrowed hereunder. The Adjusted Principal Balance may at times exceed the Commitment and the Maximum Commitment.

2.2 Interest. Interest shall accrue daily on the Adjusted Principal Balance at a rate per annum equal to ten percent (10%) (computed on the basis of the actual number of days elapsed over a year of 365/366 days calculated from and including the Closing Date). Any accrued and unpaid interest on the Adjusted Principal Balance shall either be:

(a) capitalized (i) on the last business day of each fiscal quarter (commencing June 30, 2023) and (ii) on the Maturity Date and, once capitalized, shall thereafter be deemed principal and added to the Adjusted Principal Balance (it being understood and agreed that any such interest so capitalized and added to the Adjusted Principal Balance shall be deemed to constitute the payment of such interest amounts for all purposes hereunder); or

(b) at the election of the Company and upon written notice to the Holder prior to, as applicable, (i) the last business day of a fiscal quarter (commencing June 30, 2023) or (ii) the Maturity Date, converted into common shares of the Company at the 30 day volume weighted average price of the common shares of the Company, as calculated based on the metrics available on the Yahoo Finance website (the “Conversion Price”), with the number of common shares to be issued equaling the amount of accrued and unpaid interest as of such relevant interest payment date divided by the Conversion Price as of such relevant interest payment date (it being understood and agreed that any such interest so converted into common shares of the Company shall be deemed to constitute the payment of such interest amounts for all purposes hereunder).

2.3 Original Issue Discount. The Company and the Holder agree that, each Loan made hereunder shall be funded by the Holder net of a discount of two percent (2%) of the principal amount of such Loan made pursuant to this Note. Such discount shall be treated as original issue discount for U.S. federal income tax purposes.

2.4 Payments.

(a) Subject to Section 2.2 above, payments on or in respect of this Note will be made in such coin and currency of the United States as at the time of payment is legal tender for the payment of public and private debts, by wire transfer of immediately available funds in such manner and at such other place as the Holder shall have designated to the Company in writing pursuant to the provisions of this Note.

(b) All payments on or in respect of this Note shall be free and clear of, and without deduction or withholding for, any taxes; provided that if the Company shall be required to deduct or withhold any taxes (other than (A) taxes based on or measured by the net income (however, denominated), franchise taxes or branch profits taxes imposed by the jurisdiction under the laws of which the Holder is organized or in which its principal office is located, (B) taxes attributable to the Holder’s failure to deliver to the Company, at any time reasonably requested by the Company, any tax documentation that it is legally entitled to provide to establish an exemption or reduction from any such deduction or withholding and (C) any taxes attributable to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), as of the date of this Note (or any amended or successor version of such sections that are substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with any of the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement)from such payments, then (i) any payments hereunder shall be increased as necessary so that after making all required deductions, the Holder receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Company shall make such deductions and (iii) the Company shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law.

2.5 Prepayments and Prepayment Premium. The Adjusted Principal Balance of the Loans may be repaid or prepaid by the Company at any time; provided that, any such repayment or prepayment of the Loans (including on the Maturity Date), regardless of the date a Loan was made, shall be accompanied by an additional payment in cash equal to (i) if such repayment or prepayment occurs on or prior to July 31, 2024, 0% of the principal amount repaid or prepaid, (ii) if such repayment or prepayment occurs following July 31, 2024 but on or prior to October 31, 2024, 1.5% of the principal amount repaid or prepaid, (iii) if such repayment or prepayment occurs following October 31, 2024 but on or prior to January 31, 2025, 3.0% of the principal amount repaid or prepaid, (iv) if such repayment or prepayment occurs following January 31, 2025 but on or prior to July 31, 2025, 4.5% of the principal amount repaid or prepaid, and (v) if such repayment or prepayment occurs following July 31, 2025 but on or prior to the Maturity Date, 6% of the principal amount repaid or prepaid.

2.6 Use of Proceeds. The Company will not permit the proceeds of this Note to be used for any purpose other than (i) to finance the payment of fees, commissions and expenses incurred in connection with the extensions of credit under this Note and (ii) for working capital needs and other general corporate purposes of the Company and its subsidiaries.

2.7 Waivers. The Company waives diligence, presentment, demand, protest, notice of intent to accelerate the maturity hereof, notice of acceleration of the maturity hereof, and notice of every kind whatsoever. The failure of the Holder to exercise any of its rights under this Note in any particular instance will not constitute a waiver of the same or of any other right in that or any subsequent instance.

3. Events of Default and Remedies.

3.1 Events of Default. An “Event of Default” will exist if any of the following occurs and is continuing:

(a) the Company shall fail to make any payment of principal on this Note, or on any other payment obligation of any nature pursuant to this Note, when and as such principal or other payment obligation becomes due and payable, in each case whether by acceleration, demand or otherwise;

(b) the Company shall fail to perform or comply with any term or condition contained in Section 2.6;

(c) the Company shall commence a voluntary proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or a substantial part of its property or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it or shall make a general assignment for the benefit of creditors or shall generally fail to pay its debts as they become due or shall take any action to authorize any of the foregoing or any action referenced in this Section 3.1(c); or

(d) an involuntary proceeding shall be commenced by any party against the Company seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or a substantial part of its property and such involuntary proceeding shall remain undismissed and unstayed for a period of sixty (60) calendar days.

3.2 Remedies.

(a) If an Event of Default has occurred and is continuing, the Holder will have the right to (i) declare the unpaid principal amount or premium on the Loans to be immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Company; and (ii) take all other actions permitted under applicable law, including, for the avoidance of doubt, all rights of the Holder as an unsecured creditor, including the right to bring a claim or lawsuit against the Company with respect to amounts due and owing to the Holder under this Note, obtain a monetary judgment against the Company with respect to such amounts, and execute any such judgment against the assets and properties of the Company and its subsidiaries, in each case, in accordance with applicable law.

(b) No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege.

(c) The rights, powers and remedies given to the Holder hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

4. Miscellaneous.

4.1 Fees and Expenses. The Company agrees to pay on written demand all reasonable and documented out-of-pocket costs and expenses of the Holder (including reasonable counsel fees and expenses (but limited to one outside counsel plus one local counsel in each applicable jurisdiction, as necessary), if any, in connection with any enforcement or protection of any rights and remedies under this Note (whether through negotiations, legal proceedings or otherwise).

4.2 Amendments and Waivers. This Note may be amended, and the observance of any term of this Note may be waived or consented to, with and only with the written consent of the Company and the Holder.

4.3 Waiver. Any waiver or failure to insist upon strict compliance with any obligation, covenant, agreement or condition of this Note will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any waiver of any provision of this Note shall be made pursuant to the provisions of Section 4.2.

4.4 Entire Agreement. This Note constitutes the entire final agreement and understanding

between the parties pertaining to the subject matter of this document and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreement of the parties. There are no other warranties, representations or other agreements between the parties in connection with the subject matter and there are no unwritten oral agreements between the parties.

4.5 Assignment. This Note will be binding upon and inure to the benefit of the parties and

their respective successors and permitted assigns, but neither this Note nor any of the rights, interests or obligations under this Note may be assigned by the Company or the Holder without the prior written consent of the other party.

4.6 Registration. The Holder, acting as agent for the Company, shall maintain a register in

which it shall record the name and address of the Holder and each transferee, and the percentage or portion of the rights assigned to such transferee and principal amounts (and stated interest) of the Note owing to, the Holder and each transferee (the “Register”), and no transfer shall be valid unless so registered in the Register. The entries in the Register shall be conclusive absent manifest error, and the Company and the Holder shall treat each person whose name is recorded in the Register pursuant to the terms hereof as the Holder for all purposes of this Note. The Register shall be available for inspection by the Company at any reasonable time and from time to time upon reasonable prior notice.

4.7 Governing Law. THIS NOTE SHALL BE CONSTRUED AND INTERPRETED AND THE RIGHTS OF THE PARTIES GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

4.8 Jurisdiction, Consent to Service of Process, Waiver of Jury Trial.

(a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

(b) EACH PARTY HERETO HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE OR ANY OTHER NOTE DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF THE HOLDER OR OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 4.8.

4.9 No Novation. Except as expressly contemplated by that certain Exchange Agreement dated as of April 1, 2023 by and among the Company, the Holder and each other party thereto, the indebtedness evidenced by this Note is given in amendment, restatement and modification, but not in novation or extinguishment, of the indebtedness evidenced by that certain Promissory Note, dated January 11, 2022, executed by the Company in favor of the Holder.

4.10 Antidilution Rights. If at any time or from time to time after the date hereof and prior to a conversion of interest into common shares of the Company in accordance with Section 2.2(b) hereof,

whether by issuance or sale of new shares, payment of dividends outside the ordinary course of business, distributions outside the ordinary course of business (including any distribution of cash, securities or other property, by way of dividend or spin-off, reclassification, recapitalization or similar corporate rearrangement or otherwise), redemption, stock split or other division of shares, combination or other consolidation of shares, reclassification of common shares of the Company, merger, consolidation, reorganization, transfer of assets or any other similar event with respect to which a failure to make an adjustment to the Conversion Price and the number of common shares to be granted under Section 2.2(b) would not be fair and reasonable, then the Company shall make reasonable, appropriate and proportional adjustments to the Conversion Price.

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Signature Page to Amended and Restated Promissory Note

 

Signature Page to Amended and Restated Promissory Note

ANNEX A

OUTSTANDING PRINCIPAL AND ACCRUED INTEREST

 

DATE OF LOAN/ PAYMENT OF PRINCIPAL		AMOUNT OF LOAN/ (PAYMENT OF PRINCIPAL)				OUTSTANDING PRINCIPAL AND ACCRUED INTEREST				NAME OF PERSON MAKING NOTATION
April 1, 2023		$	12,000,000.00			$	12,000,000.00				N/A

Exhibit 99.6

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.

THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE, THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THE NOTE, PLEASE CONTACT BRIAN L. SHEEHY AT 590 MADISON AVENUE, 21^ST FLOOR, NEW YORK, NEW YORK 10022.

AMENDED AND RESTATED PROMISSORY NOTE (the “Note”)

 

$3,000,000.00		April 1, 2023

NAM TAI PROPERTY INC., a business company organized under the laws of the British Virgin Islands (the “Company”), for value received, hereby promises to pay to ISZO CAPITAL LP (the “Holder”), or its registered assigns, the principal sum of THREE MILLION DOLLARS ($3,000,000.00), which amount has been advanced and remains outstanding as of the date hereof, together with interest on the unpaid principal balance as set forth below, in lawful money of the United States of America and in immediately available funds, on or prior to the Maturity Date (as defined below) as set forth herein.

1. Term Loan Commitment.

1.1 The Loan.

(a) This Note evidences the loans (including the Existing Loan) made to the Company by the Holder (the “Loans”) as of April 1, 2023 (the “Closing Date”) in an initial aggregate principal amount of US $3,000,000.00 (the “Commitment”), as such amount may be increased, in each case, in accordance with the terms hereof. Provided, that, at the Company’s written request, the Holder may (in its sole discretion) agree in writing to increase the Commitment by an aggregate amount not to exceed an incremental $10,000,000.00 (the “Maximum Commitment”). The outstanding principal balance of this Note at any time shall be the amount of the Loans advanced less the amount of payments or prepayments of principal made on this Note by or for the account of the Company, as may be further adjusted in accordance with the terms of this Note, including pursuant to Section 2.2 hereof (the “Adjusted Principal Balance”).

(b) As of the Closing Date, the Holder has made a Loan to the Company in an amount equal to $3,000,000.00 (the “Existing Loan”).

1.2 Borrowing Mechanics for Commitment Increase. Pursuant to Section 1.1(a) above, the Holder may in its sole discretion agree to increase the Commitment. To request any such Loans from an increase in the Commitment be funded under this Note, the Company shall deliver to the Holder by hand delivery, telecopy, or electronic mail a duly completed and executed borrowing request (a “Borrowing Request”) not later than 5:00 p.m., New York City, New York time (or such later time as approved by the Holder), two (2) business days prior to the date of the proposed funding of a Loan. Each such Borrowing Request will be irrevocable and must specify the following information:

(a) the amount of the requested Loans to be made pursuant to this Note, which in the aggregate together with the Existing Loan may not exceed the Maximum Commitment

(b) the date of the proposed funding under this Note, which must be a business day that is on or prior to the Maturity Date;

(c) the location and number of the Company’s account to which funds are to be disbursed; and

(d) a certification of the Company that no Event of Default exists as of such date.

On the date specified for each Loan, subject to the terms and conditions of this Note, Holder shall make such advances available to the Company by depositing the same, in immediately available funds, in an account designated by the Company, or by such other means as is acceptable to Holder and Company. The Holder is hereby authorized to record on Annex A the dates and amounts of Advances, the repayments of Loans, and the aggregate amount of Loans then outstanding, and such recordations shall constitute prima facie evidence of the accuracy of the information recorded in the absence of manifest error.

2. Terms of this Note.

2.1 Principal. The Adjusted Principal Balance shall be due and payable in immediately available funds in its entirety on or prior to the earliest of (i) January 11, 2026, or (ii) the date that the Loans shall become due and payable in full hereunder, whether by acceleration or otherwise (such earliest date, the “Maturity Date”), at which time this Note shall terminate (if it has not previously terminated in accordance with the terms hereof) and the Holder shall have no further obligations to make Loans hereunder. Amounts borrowed and repaid under this Note may not be reborrowed hereunder. The Adjusted Principal Balance may at times exceed the Commitment and the Maximum Commitment.

2.2 Interest. Interest shall accrue daily on the Adjusted Principal Balance at a rate per annum equal to ten percent (10%) (computed on the basis of the actual number of days elapsed over a year of 365/366 days calculated from and including the Closing Date). Any accrued and unpaid interest on the Adjusted Principal Balance shall either be:

(a) capitalized (i) on the last business day of each fiscal quarter (commencing June 30, 2023) and (ii) on the Maturity Date and, once capitalized, shall thereafter be deemed principal and added to the Adjusted Principal Balance (it being understood and agreed that any such interest so capitalized and added to the Adjusted Principal Balance shall be deemed to constitute the payment of such interest amounts for all purposes hereunder); or

(b) at the election of the Company and upon written notice to the Holder prior to, as applicable, (i) the last business day of a fiscal quarter (commencing June 30, 2023) or (ii) the Maturity Date, converted into common shares of the Company at the 30 day volume weighted average price of the common shares of the Company, as calculated based on the metrics available on the Yahoo Finance website (the “Conversion Price”), with the number of common shares to be issued equaling the amount of accrued and unpaid interest as of such relevant interest payment date divided by the Conversion Price as of such relevant interest payment date (it being understood and agreed that any such interest so converted into common shares of the Company shall be deemed to constitute the payment of such interest amounts for all purposes hereunder).

2.3 Original Issue Discount. The Company and the Holder agree that, each Loan made hereunder shall be funded by the Holder net of a discount of two percent (2%) of the principal amount of such Loan made pursuant to this Note. Such discount shall be treated as original issue discount for U.S. federal income tax purposes.

2.4 Payments.

(a) Subject to Section 2.2 above, payments on or in respect of this Note will be made in such coin and currency of the United States as at the time of payment is legal tender for the payment of public and private debts, by wire transfer of immediately available funds in such manner and at such other place as the Holder shall have designated to the Company in writing pursuant to the provisions of this Note.

(b) All payments on or in respect of this Note shall be free and clear of, and without deduction or withholding for, any taxes; provided that if the Company shall be required to deduct or withhold any taxes (other than (A) taxes based on or measured by the net income (however, denominated), franchise taxes or branch profits taxes imposed by the jurisdiction under the laws of which the Holder is organized or in which its principal office is located, (B) taxes attributable to the Holder’s failure to deliver to the Company, at any time reasonably requested by the Company, any tax documentation that it is legally entitled to provide to establish an exemption or reduction from any such deduction or withholding and (C) any taxes attributable to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), as of the date of this Note (or any amended or successor version of such sections that are substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with any of the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement)from such payments, then (i) any payments hereunder shall be increased as necessary so that after making all required deductions, the Holder receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Company shall make such deductions and (iii) the Company shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law.

2.5 Prepayments and Prepayment Premium. The Adjusted Principal Balance of the Loans may be repaid or prepaid by the Company at any time; provided that, any such repayment or prepayment of the Loans (including on the Maturity Date), regardless of the date a Loan was made, shall be accompanied by an additional payment in cash equal to (i) if such repayment or prepayment occurs on or prior to July 31, 2024, 0% of the principal amount repaid or prepaid, (ii) if such repayment or prepayment occurs following July 31, 2024 but on or prior to October 31, 2024, 1.5% of the principal amount repaid or prepaid, (iii) if such repayment or prepayment occurs following October 31, 2024 but on or prior to January 31, 2025, 3.0% of the principal amount repaid or prepaid, (iv) if such repayment or prepayment occurs following January 31, 2025 but on or prior to July 31, 2025, 4.5% of the principal amount repaid or prepaid, and (v) if such repayment or prepayment occurs following July 31, 2025 but on or prior to the Maturity Date, 6% of the principal amount repaid or prepaid.

2.6 Use of Proceeds. The Company will not permit the proceeds of this Note to be used for any purpose other than (i) to finance the payment of fees, commissions and expenses incurred in connection with the extensions of credit under this Note and (ii) for working capital needs and other general corporate purposes of the Company and its subsidiaries.

2.7 Waivers. The Company waives diligence, presentment, demand, protest, notice of intent to accelerate the maturity hereof, notice of acceleration of the maturity hereof, and notice of every kind whatsoever. The failure of the Holder to exercise any of its rights under this Note in any particular instance will not constitute a waiver of the same or of any other right in that or any subsequent instance.

3. Events of Default and Remedies.

3.1 Events of Default. An “Event of Default” will exist if any of the following occurs and is continuing:

(a) the Company shall fail to make any payment of principal on this Note, or on any other payment obligation of any nature pursuant to this Note, when and as such principal or other payment obligation becomes due and payable, in each case whether by acceleration, demand or otherwise;

(b) the Company shall fail to perform or comply with any term or condition contained in Section 2.6;

(c) the Company shall commence a voluntary proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy,

insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or a substantial part of its property or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it or shall make a general assignment for the benefit of creditors or shall generally fail to pay its debts as they become due or shall take any action to authorize any of the foregoing or any action referenced in this Section 3.1(c); or

(d) an involuntary proceeding shall be commenced by any party against the Company seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or a substantial part of its property and such involuntary proceeding shall remain undismissed and unstayed for a period of sixty (60) calendar days.

3.2 Remedies.

(a) If an Event of Default has occurred and is continuing, the Holder will have the right to (i) declare the unpaid principal amount or premium on the Loans to be immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Company; and (ii) take all other actions permitted under applicable law, including, for the avoidance of doubt, all rights of the Holder as an unsecured creditor, including the right to bring a claim or lawsuit against the Company with respect to amounts due and owing to the Holder under this Note, obtain a monetary judgment against the Company with respect to such amounts, and execute any such judgment against the assets and properties of the Company and its subsidiaries, in each case, in accordance with applicable law.

(b) No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege.

(c) The rights, powers and remedies given to the Holder hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

4. Miscellaneous.

4.1 Fees and Expenses. The Company agrees to pay on written demand all reasonable and documented out-of-pocket costs and expenses of the Holder (including reasonable counsel fees and expenses (but limited to one outside counsel plus one local counsel in each applicable jurisdiction, as necessary), if any, in connection with any enforcement or protection of any rights and remedies under this Note (whether through negotiations, legal proceedings or otherwise).

4.2 Amendments and Waivers. This Note may be amended, and the observance of any term of this Note may be waived or consented to, with and only with the written consent of the Company and the Holder.

4.3 Waiver. Any waiver or failure to insist upon strict compliance with any obligation, covenant, agreement or condition of this Note will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any waiver of any provision of this Note shall be made pursuant to the provisions of Section 4.2.

4.4 Entire Agreement. This Note constitutes the entire final agreement and understanding between the parties pertaining to the subject matter of this document and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions,

whether oral or written, of the parties, and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreement of the parties. There are no other warranties, representations or other agreements between the parties in connection with the subject matter and there are no unwritten oral agreements between the parties.

4.5 Assignment. This Note will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, but neither this Note nor any of the rights, interests or obligations under this Note may be assigned by the Company without the prior written consent of the Holder.

4.6 Registration. The Holder, acting as agent for the Company, shall maintain a register in which it shall record the name and address of the Holder and each transferee, and the percentage or portion of the rights assigned to such transferee and principal amounts (and stated interest) of the Note owing to, the Holder and each transferee (the “Register”), and no transfer shall be valid unless so registered in the Register. The entries in the Register shall be conclusive absent manifest error, and the Company and the Holder shall treat each person whose name is recorded in the Register pursuant to the terms hereof as the Holder for all purposes of this Note. The Register shall be available for inspection by the Company at any reasonable time and from time to time upon reasonable prior notice.

4.7 Governing Law. THIS NOTE SHALL BE CONSTRUED AND INTERPRETED AND THE RIGHTS OF THE PARTIES GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

4.8 Jurisdiction, Consent to Service of Process, Waiver of Jury Trial.

(a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

(b) EACH PARTY HERETO HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE OR ANY OTHER NOTE DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF THE HOLDER OR OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 4.8.

4.9 No Novation. Except as expressly contemplated by that certain Release and Settlement Agreement dated as of April 1, 2023 by and among the Company, the Holder and each other party thereto, the indebtedness evidenced by this Note is given in amendment, restatement and modification, but not in novation or extinguishment, of the indebtedness evidenced by that certain Promissory Note, dated January 11, 2022, executed by the Company in favor of the Holder.

4.10 Antidilution Rights. If at any time or from time to time after the date hereof and prior to a conversion of interest into common shares of the Company in accordance with Section 2.2(b) hereof, whether by issuance or sale of new shares, payment of dividends outside the ordinary course of business, distributions outside the ordinary course of business (including any distribution of cash,

securities or other property, by way of dividend or spin-off, reclassification, recapitalization or similar corporate rearrangement or otherwise), redemption, stock split or other division of shares, combination or other consolidation of shares, reclassification of common shares of the Company, merger, consolidation, reorganization, transfer of assets or any other similar event with respect to which a failure to make an adjustment to the Conversion Price and the number of common shares to be granted under Section 2.2(b) would not be fair and reasonable, then the Company shall make reasonable, appropriate and proportional adjustments to the Conversion Price.

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Signature Page to Amended and Restated Promissory Note

 

Signature Page to Amended and Restated Promissory Note

ANNEX A

OUTSTANDING PRINCIPAL AND ACCRUED INTEREST

 

DATE OF LOAN/ PAYMENT OF PRINCIPAL		AMOUNT OF LOAN/ (PAYMENT OF PRINCIPAL)				OUTSTANDING PRINCIPAL AND ACCRUED INTEREST				NAME OF PERSON MAKING NOTATION
April 1, 2023		$	3,000,000.00			$	3,000,000.00				N/A

Exhibit 99.7

THIRD AMENDMENT

TO RIGHTS AGREEMENT

This THIRD AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into this 3rd day of April 2023, by and between Nam Tai Property Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”), and amends that certain Rights Agreement, dated as of December 13, 2021, by and between the Company and the Rights Agent, as amended by the First Amendment to Rights Agreement, dated as of January 12, 2022, and the Second Amendment to Rights Agreement, dated as of December 13, 2022 (as amended, the “Rights Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in the Rights Agreement.

WHEREAS, the Company and the Rights Agent are parties to the Rights Agreement;

WHEREAS, pursuant to Article V, Section 5.4 of the Rights Agreement, the Company and the Rights Agent may supplement or amend the Rights Agreement in any respect without the approval of any holders of Rights prior to the Flip-in Date in accordance with the terms of such Rights Agreement; and

WHEREAS, the Board of Directors of the Company has determined that it is desirable and in the best interest of the Company to amend the definition of “Acquiring Person” in Article I, Section 1.1 of the Rights Agreement in accordance with Article V, Section 5.4 thereof, and to make certain related amendments.

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

 

1.

Amendment to Article I, Section 1.1; Definition of “Acquiring Person”. The definition of “Acquiring Person” set forth in Article I, Section 1.1 of the Rights Agreement is hereby amended and restated in its entirety to read as follows: ““Acquiring Person” shall mean any Person who is or becomes the Beneficial Owner of more than 10% of the issued Shares at any time after the first public announcement of this Agreement; provided, however, that the term “Acquiring Person” shall not include any Person (i) who is the Beneficial Owner of more than 10% of the issued Shares at the time of the first public announcement of the adoption of this Agreement, who has disclosed the full extent of such Beneficial Ownership of Shares on Schedule 13D under the Exchange Act (as hereinafter defined) and the rules and regulations thereunder and in accordance with any other applicable law, rule or regulation as such disclosure is in effect at the time of the first public announcement of the adoption of this Agreement, and who continuously thereafter is the Beneficial Owner of more than 10% of the issued Shares, until such time thereafter as such Person becomes the Beneficial Owner (other than by means of a share dividend, share split or reclassification) of one or more additional Shares, (ii) who is an Exempt Person, (iii) who becomes the Beneficial Owner of more than 10% of the issued Shares after the time of the first public announcement of this Agreement solely as a result of (A) an acquisition by the Company of Shares, until such time after the public announcement by the Company of such repurchases as such Person becomes the Beneficial

Owner (other than by means of a share dividend, share split or reclassification) of one or more additional Shares while such Person is or as a result of which such Person becomes the Beneficial Owner of more than 10% of the issued Shares, (B) the occurrence of a Flip-in Date which has not resulted from the acquisition of Beneficial Ownership of Shares by such Person or any of such Person’s Affiliates or Associates, and (C) a share purchase or issuance (including debt-for-equity exchanges), directly from the Company or indirectly through an underwritten offering by the Company, in a transaction approved by the Board of Directors; provided, however, that a Person shall be deemed to be an “Acquiring Person” pursuant to subsection (C) hereof if such Person (1) is or becomes the Beneficial Owner of more than 10% of the issued Shares following such transaction and (2) subsequently becomes, without the prior written consent of the Company, the Beneficial Owner of additional shares that, in the aggregate, amount to 0.1% or more of the issued Shares while such entity is the Beneficial Owner of more than 10% of the issued Shares, (iv) who becomes the Beneficial Owner of more than 10% of the issued Shares but who acquired Beneficial Ownership of Shares without any plan or intention to seek or affect control of the Company, if such Person promptly divests, or promptly enters into an agreement with, and satisfactory to, the Board of Directors, in the Board of Directors’ sole discretion, to divest, and subsequently divests in accordance with the terms of such agreement (without exercising or retaining any power, including voting power, with respect to such shares), sufficient Shares (or securities convertible into, exchangeable into or exercisable for Shares or otherwise deemed to be Beneficially Owned by such Person) so that such Person ceases to be the Beneficial Owner of more than 10% of the issued Shares, or (v) who becomes the Beneficial Owner of more than 10% of the issued Shares solely as a result of any unilateral grant or issuance of any security by the Company, or through the exercise of any options, warrants, rights or similar interests (including restricted stock) granted or issued by the Company to its directors, officers and employees; provided, however, that if a Person becomes the Beneficial Owner of more than 10% of the issued Shares of the Company by reason of a unilateral grant or issuance of any security by the Company, or through the exercise of any options, warrants, rights or similar interests (including restricted stock) granted or issued by the Company to its directors, officers and employees, then such Person shall nevertheless be deemed to be an “Acquiring Person” if such Person thereafter becomes the Beneficial Owner (other than by means of a share dividend, share split or reclassification) of one or more additional Shares while such Person is or as a result of which such Person becomes the Beneficial Owner of more than 10% of the issued Shares. In addition, the Company, any Subsidiary of the Company and any employee share ownership plan or other employee benefit plan of the Company or a Subsidiary of the Company (or any entity or trustee holding Shares for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company) shall not be an Acquiring Person. Notwithstanding the foregoing, any Person who was not required to file a Schedule 13D as of the time of the public announcement of this Agreement or who has acquired one or more additional Shares since the date of its last filing on Schedule 13D, so that it does not fit within the exemption in clause (i) of this definition, shall not be an Acquiring Person if the failure to make an initial or amended filing was not in violation of Rules 13d-1 or 13d-2 and such Person promptly divests or promptly enters into an agreement with, and satisfactory to, the Board of Directors, in the Board of Directors’ sole discretion, to divest,

 

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and subsequently divests in accordance with the terms of such agreement (without exercising or retaining any power, including voting power, with respect to such shares), (x) the number of Shares which were acquired since the last filing by such Person and prior to the public announcement of the adoption of this Agreement with respect to Persons who have a Schedule 13D on file and (y) the number of Shares which result in Beneficial Ownership of more than 10% of the issued Shares with respect to Persons who have not made an initial Schedule 13D filing, and the Board of Directors, in the Board of Directors’ sole discretion, may determine to exempt any such Person from the requirement in this sentence to divest shares. In addition, Deutsche Bank AG, Hong Kong Branch which owns Shares as described by the receivers acting on its behalf (appointed pursuant to the Deed of Appointment of Receivers dated December 3, 2021) to the interim Chief Financial Officer of the Company on December 7, 2021 shall not be an Acquiring Person with respect to the ownership of the Shares position described to the Company until such time after the public announcement of the adoption of this Agreement as such entity becomes the Beneficial Owner (other than by means of a share dividend, share split or reclassification) of one or more additional Shares while such entity is the Beneficial Owner of more than 10% of the issued Shares.”

 

2.

Continuing Effect. The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement, as amended hereby. The Rights Agreement, as modified by this Amendment, will remain in full force and effect. Upon the execution and delivery of this Amendment by the parties hereto as of the date first above written, the Rights Agreement shall thereupon be deemed to be amended as hereinabove set forth as fully and with the same effect as if the amendments made hereby were originally set forth in the Rights Agreement, and this Amendment and the Rights Agreement shall be read, taken and construed as one and the same instrument, but such amendments shall not operate so as to render invalid or improper any action taken under the Rights Agreement.

 

3.

Severability. If any term or provision of this Amendment or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions of this Amendment or the application of such term or provision to circumstances other than those as to which it is held invalid or unenforceable; provided, that if any such excluded term or provision shall adversely affect the rights, immunities, duties, liabilities, or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately.

 

4.

Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts entered into, made within, and to be performed entirely within such state without giving effect to any choice or conflict of laws provisions or rules that would cause the application of laws of any jurisdiction other than the State of Delaware; provided, however, that all provisions regarding the rights, duties, liabilities and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts entered into, made within, and to be performed entirely within such state.

 

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5.	Counterparts. This Amendment may be executed in any number of counterparts (including by facsimile, PDF, or other electronic means), and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

(Signature Page Follows)

 

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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Rights Agreement to be duly executed as of the date first above written.

 

 

SIGNATURE PAGE TO

THIRD AMENDMENT TO RIGHTS AGREEMENT