Amendment and Restatement Agreement
DATED: 30
April 2008
Hong
Kong/020/063588-00001/JDH/MRH:
L_LIVE_APAC1:530139v2
Amendment
and Restatement Agreement
between
Xdlong
International Company Limited
as
Company
Elevatech
Limited
as
Investor
and
Xx Xxx
Shuipan
as
Founder Shareholder
relating
to
a
Subscription Agreement dated 28 March 2008
THIS
AGREEMENT is
dated 30 April 2008 and made
BETWEEN:
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(1)
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XDLONG
INTERNATIONAL COMPANY LIMITED, (“Company”), registered in the Cayman Islands having
company number CT-207339 and having its registered office at Cricket
Square, Xxxxxxxx Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman
Islands;
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|
(2)
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ELEVATECH
LIMITED,
(“Investor”), a
company incorporated in Hong Kong and having its registered office at
68th
Floor, Xxxxxx Kong Center, 0 Xxxxx’x Xxxx Xxxxxxx, Xxxx Xxxx;
and
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|
(3)
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XX
XXX SHUIPAN (“Founder
Shareholder”), holder of PRC
passport number X00000000 of Xx. 000, Xxxxxxxxxxxx Xxxx, Xxxxxxxxxx
Village, Chendai Town, Jinjiang City, Fujian Province,
PRC.
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Background:
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A.
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B.
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IN
CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT THE PARTIES
AGREE as
follows:
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1.
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Interpretation
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1.1
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The
terms of clauses 1.1 and 1.2 of the Subscription Agreement shall apply to
this Agreement with such changes as are
necessary.
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2.
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Amendments to the
Subscription Agreement
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2.1
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With
effect from the date of this Agreement, the Subscription Agreement is
amended and restated by:
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(A)
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deleting
the words struck out in the copy of the Subscription Agreement that is
annexed to this Agreement as Annexure A;
and
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(B)
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inserting
the words which are double underlined in the copy of the Subscription
Agreement that is annexed to this Agreement as Annexure
A.
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2.2
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With
effect from the date of this Agreement, the rights and obligations of the
parties to the Subscription Agreement shall be governed by the
Subscription Agreement as amended and restated in the form annexed to this
Agreement as Annexure A.
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3.
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Amendments
not to Affect Validity, Rights or
Obligations
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3.1
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Continuing
Provisions
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The
provisions of the Subscription Agreement shall, in respect of the period up to
the date of this Agreement, continue in full force and effect in accordance with
their terms.
1
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3.2
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No Prejudice or
Discharge
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Nothing
in this Agreement:
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(A)
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prejudices
or adversely affects any right, power, authority, discretion or remedy
arising under the Subscription Agreement before the date of this
Agreement; or
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(B)
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discharges,
releases or otherwise affects any liability or obligation arising under
the Subscription Agreement before the date of this
Agreement.
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4.
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General
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4.1
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The
terms of clauses 13.2, 13.5, 13.7 and 13.8 of the Subscription Agreement
shall be incorporated into this Agreement and have effect in full as if
set out in this Agreement and as if references therein to “this Agreement”
are references to this Agreement and such other changes as are
necessary.
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5.
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Law and
Jurisdiction
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5.1
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The
terms of clause 15 of the Subscription Agreement shall be incorporated
into this Agreement and have effect in full as if set out in this
Agreement and as if references therein to “this Agreement” are references
to this Agreement and such other changes as are
necessary.
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2
AS
WITNESS the
hands of the parties or their duly authorised representatives the day and year
first above written.
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Xx
Xxx Shulpan
duly
authorised for and on
behalf
of XDLONG
INTERNATIONAL
COMPANY
LIMITED
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)
)
)
)
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 |
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SIGNED
by XX XXX
SHUIPAN
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)
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 |
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SIGNED
by Mr Xxxxx Xxxxx
duly
authorised for and on
behalf
of the ELEVATECH
LIMITED
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)
)
)
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3
AS
WITNESS the
hands of the parties or their duly authorised representatives the day and year
first above written.
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Xx
Xxx Shuipan
duly
authorised for and on
behalf
Of XDLONG
INTERNATIONAL
COMPANY
LIMITED
|
)
)
)
)
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|
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SIGNED
by XX XXX
SHUIPAN
|
)
|
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SIGNED
by Mr Xxxxx Xxxxx
duly
authorised for and on
behalf
of the ELEVATECH
LIMITED
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)
)
)
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3
