Exhibit 2.1
SECOND AMENDMENT TO STOCK EXCHANGE AGREEMENT
This Second Amendment to Stock Exchange Agreement ("Second Amendment") is
dated October 12, 2006, and is by and between OraLabs Holding Corp., a Colorado
corporation ("OraLabs"), Partner Success Holdings Limited, a British Virgin
Islands international business company ("PSHL"), and Mr. Wo Xxxx Xx, sole
shareholder of PSHL (the "Shareholder").
WHEREAS, the parties entered into a Stock Exchange Agreement dated as of
March 31, 2006 (the "Exchange Agreement"), as amended by First Amendment to
Stock Exchange Agreement dated July 20, 2006; and
WHEREAS, the parties wish to replace a date in the Exchange Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is acknowledged,
the parties agree as follows:
1. Except as expressly modified by this Second Amendment, the provisions
of the Exchange Agreement remain in full force and effect. In the event of a
conflict between any provision of this Second Amendment and any provision of the
Exchange Agreement, the provision of this Second Amendment shall prevail.
Capitalized terms not otherwise defined in this Second Amendment will have the
meanings specified for them in the Exchange Agreement.
2. The parties agree that the date of October 15, 2006 that appears in
Sections 2.3 and 11.1(e) of the Exchange Agreement is hereby changed to January
15, 2007.
3. This Second Amendment may be executed in counterparts, each such
counterpart being deemed to be an original instrument, and all of such
counterparts shall together constitute one and the same instrument, and
facsimile signatures will be accepted as originals.
IN WITNESS WHEREOF, the undersigned have executed this Second Amendment on
the dates specified below.
ORALABS HOLDINGS CORP., a Colorado corporation
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Wo Xxxx Xx
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Xxxxxxx X. Xxxxxx, Authorized Director Wo Xxxx Xx, Individually
Date: October 12, 2006 Date: October 12, 2006
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The signature of the undersigned is to PARTNER SUCCESS HOLDINGS LIMITED,
evidence its consent to the foregoing a British Virgin Islands
international business company
ORALABS, INC., a Colorado corporation
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Wo Xxxx Xx
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Xxxx X. Xxxxxxxxx, President Wo Xxxx Xx, President and CEO
Date: October 12, 2006 Date: October 12, 2006
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