AMENDMENT TO CALL OPTION AGREEMENT
AMENDMENT
TO CALL OPTION AGREEMENT
THIS
AMENDMENT TO CALL OPTION AGREEMENT (the “Amendment”) is made effective as of
December 18, 2008 by and between Xxxxxx Xxx, a resident of the People’s Republic
of China (“Purchaser”) and Xxxx Xxx, a resident of San Mateo, California
(“Seller”). Seller and Purchaser may collectively be referred to as the
“Parties”.
BACKGROUND
A. Purchaser and Seller are
the parties to that certain Call Option Agreement dated June 27, 2008 (the
"Agreement"); and
B. The parties desire to
amend certain parts of the Agreement as set forth below.
NOW, THEREFORE, in consideration of the
execution and delivery of the Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Section 1
of the Agreement is amended by deleting the defined terms “Condition 3” and
“Condition 4” and replacing them with the following defined terms:
“Condition
3” means Armco and its Subsidiaries achieving not less than $4,000,000 in
pre-tax profits, as determined under United States Generally Accepted Accounting
Principles consistently applied (“US GAAP”) for the nine month period year
ending September 30, 2008.
“Condition
4” means Armco and its Subsidiaries achieving not less than $40,000,000 in Gross
Revenues, as determined under US GAAP for the nine month period year ending
September 30, 2008.
2. This
Amendment shall be deemed part of, but shall take precedence over and supersede
any provisions to the contrary contained in the Agreement. All initial
capitalized terms used in this Amendment shall have the same meaning as set
forth in the Agreement unless otherwise provided. Except as
specifically modified hereby, all of the provisions of the Agreement which are
not in conflict with the terms of this Amendment shall remain in full force and
effect.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first above written.
Xxxxxx
Xxx
By: /s/ Xxxxxx Xxx
Print
Name: Xxxxxx Xxx
Date:
12/18/08
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Xxxx
Xxx
By: /s/
Xxxx Xxx
Print
Name: _ Xxxx Xxx
Date:
12/18/2008
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