AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT
AMENDMENT
NO. 1
TO
This Amendment No. 1 to Share Exchange
Agreement (“Amendment”) is made as of the 11th day of March 2010, between
Xxxxxxxxx Asia Acquisition Corp., a Cayman Islands company (“HMAUF”) and Sun
Zone Investments Limited, a company organized under the laws of the British
Virgin Islands (the “Majority Shareholder”) and Sze Kit Ting (together with the
Majority Shareholder, the “Shareholders”) and amends the Share Exchange
Agreement (“Agreement”), dated as of February 12, 2010 between HMAUF and the
Shareholders. Capitalized terms used in this Amendment and not
otherwise defined are used with the meaning assigned to such terms in the
Agreement.
WHEREAS, HMAUF and the Sponsors have
notified the Shareholders that HMAUF may not be able to meet the minimum Net
Trust Proceeds condition to the Shareholders’ obligation to close the
Transactions, and the Shareholders have agreed to lower the minimum on the terms
and conditions set forth in this Agreement and the Amendment No. 1 to Sponsor
Agreement (as defined below); and
WHEREAS, to induce the Shareholders to
enter into this Agreement, the Sponsors have, among other things, agreed to
surrender to HMAUF for cancellation the Sponsor Warrants at Closing and to
escrow additional HMAUF Shares held by them subject to certain additional
conditions, all as more fully provided in an amendment to the Sponsor Agreement
(“Amendment No. 1 to Sponsor Agreement”) executed simultaneously herewith;
and
NOW,
THEREFORE, in consideration of the foregoing and the covenants and
agreement of the parties set forth below and other good and valuable
consideration, the receipt of which is hereby acknowledged, HMAUF and the
Shareholders agree as follows:
1. The
following definition is hereby added to Section 1.1 of the Agreement in the
correct alphabetical order:
“Amendment
No. 1 to Sponsor Agreement” means the amendment to the Sponsor Agreement between
the Sponsors signatory thereto and the Shareholders, dated March 11,
2010.
2. The
definition of Sponsor Agreement set forth in Section 1.1 of the Agreement is
hereby amended to add the phrase: “, as amended by Amendment No. 1 to Sponsor
Agreement” at the end thereof.
3. Section
10.1(c) of the Agreement is hereby amended to read in its entirety as
follows:
(c) Net Trust
Proceeds. The Net Trust Proceeds shall equal not less than
$6,500,000.
4. Section
10.1(o) of the Agreement is hereby amended to add the following at the end
thereof:
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and the
Sponsor Warrants, together with all necessary certificates and documents
required to be delivered under the Sponsor Agreement or by applicable Law, shall
have been delivered to the Company (or, with respect to Warrants to purchase
250,000 HMAUF Shares, to the investor as directed in the Sponsor Agreement) for
cancellation and notice thereof provided under the Warrant
Agreement.
5. On
and after the date of this Amendment, each reference in the Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to
the Agreement shall mean and be a reference to the Agreement as amended by this
Amendment, and each reference in the Agreement to the Sponsor Agreement,
“thereunder”, “thereof” or words of like import referring to the Sponsor
Agreement shall mean and be a reference to the Sponsor Agreement as amended by
Amendment No. 1 to the Sponsor Agreement.
6. If
any term or other provision of this Amendment is invalid, illegal or incapable
of being enforced by any Law, or public policy, all other conditions and
provisions of this Amendment shall nevertheless remain in full force and effect
so long as the economic or legal substance of the Transactions is not affected
in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties shall negotiate in good faith to modify this
Amendment so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that Transactions are fulfilled to
the extent possible.
7. This
Amendment may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parties. Execution and delivery of this Amendment by facsimile
or other electronic transmission evidencing a manual signature is legal, valid
and binding for all purposes.
8. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.
9. Except
as amended hereby, the Agreement continues in full force and effect as
written.
[SIGNATURE
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SIGNATURE
PAGE
TO
AMENDMENT
NO.1 TO SHARE EXCHANGE AGREEMENT
IN
WITNESS WHEREOF, intending to be legally bound, the parties have executed this
Amendment on the dates set forth opposite their signatures below to be effective
as of the date first above written.
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Date:
Xxxxx 00, 0000
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XXXXXXXXX
ASIA ACQUISITION CORP.
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By:
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/s/ Xxxx Xxxx
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Title:
Chief Executive Officer
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Date:
March 11, 2010
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SUN
ZONE INVESTMENTS LIMITED
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By:
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/s/ Or Tin Man
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Title:
Owner
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Date:
March 11, 2010
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/s/ Sze Kit Xxxx
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Xxx
Kit Ting
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Date:
March 11, 2010
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HONESTY
GROUP HOLDINGS LIMITED
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By:
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/s/ Xxxxxxxx Or
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Title:
President
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