FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT
Exhibit
10.1
FIRST
AMENDMENT TO SHARE EXCHANGE AGREEMENT
This
First Amendment to Share Exchange Agreement (the “Amendment”) is made and
entered into on this 25 day of November 2009 by and among Top Favour Limited, an
international business company incorporated in the British Virgin Islands (“Top
Favour”), and the majority shareholders of Top Favour (“Majority Top Favour
Shareholders”) listed on the Signature Pages for Majority of Top Favour
Shareholders that are attached hereto, on the one hand; and Xxxxxxxxxxxx.xxx,
Inc., a Florida corporation (“Ableauctions”), and the shareholders of
Ableauctions listed on the signature page for Ableauctions Shareholders that is
attached hereto (the “Ableauctions Shareholders”), on the other hand, all of
whom are sometimes referred to individually as a “party” or collectively as the
“parties”.
RECITALS
A. On
July 17, 2009, the parties executed a Share Exchange Agreement (“Exchange
Agreement”) pursuant to which the Top Favour Shareholders would exchange their
shares of Top Favour capital stock for newly-issued shares of
Ableauctions.
B. Section
8.1(b) of Article 8 of the Exchange Agreement states in pertinent
part:
This
Agreement may be terminated at any time prior to the Closing: . . . (b) by
either Ableauctions or the Top Favour Shareholders if the Transaction shall not
have been consummated for any reason by November 30, 2009;
C. The
parties will not be able to consummate the Transaction (as defined in the
Exchange Agreement) by November 30, 2009 and wish to amend the Exchange
Agreement to extend the date included at Section 8.1(b) of Article 8 of the
Exchange Agreement to April 30, 2010.
D. The
parties also wish to amend Section 9.7 of Article 9 of the Exchange Agreement,
which currently requires the approval of the holders of a majority of
outstanding voting stock of Ableauctions to amend the Exchange
Agreement.
NOW,
THEREFORE, the parties hereto, in accordance with Section 9.7 of the Exchange
Agreement and intending to be legally bound, agree as follows:
1. Amendment to Section 8.1(b) of
Article 8. The first sentence of Section 8.1(b) of Article 8
of the Exchange Agreement is hereby amended by deleting the date “November 30,
2009” and inserting in its place the date “April 30, 2010”.
2. Amendment to Section 9.7 of Article
9. Section 9.7 of Article 9, which currently
states:
Amendment. This
Agreement may be amended, modified or supplemented only by an instrument in
writing executed by Top Favour, Ableauctions, and holders of a majority of the
equity interests of Top Favour and the holders of a majority of outstanding
voting stock of Ableauctions; provided that, the consent of any Top Favour or
Ableauctions shareholder that is a party to this Agreement shall be required if
the amendment or modification would disproportionately affect such shareholder
(other than by virtue of their ownership of Top Favour or Ableauctions shares,
as applicable).
shall be
deleted in its entirety and the following shall be inserted in its
place:
Amendment. This
Agreement may be amended, modified or supplemented only by an instrument in
writing executed by Top Favour, Ableauctions, and holders of a majority of the
equity interests of Top Favour and the Ableauctions Shareholders; provided that,
the consent of any Top Favour or Ableauctions shareholder that is a party to
this Agreement shall be required if the amendment or modification would
disproportionately affect such shareholder (other than by virtue of their
ownership of Top Favour or Ableauctions shares, as applicable).
3. No Further
Changes. Except as expressly amended by this Amendment, all of
the other terms and provisions of the Exchange Agreement shall continue in full
force and effect.
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
written above.
SIGNATURE PAGE OF
ABLEAUCTIONS
ABLEAUCTIONS:
XXXXXXXXXXXX.XXX,
INC.,
a Florida
corporation
By: /s/ Xxxxx
Xxxxx
Xxxxx
Xxxxx
Chief
Executive Officer and President
SIGNATURE PAGE OF
ABLEAUCTIONS SHAREHOLDERS
ABLEAUCTIONS
SHAREHOLDERS:
/s/ Xxxxx
Xxxxx
XXXXX
XXXXX
/s/ Xxxxxx
Xxxxx
XXXXXX
XXXXX
SIGNATURE PAGE OF TOP
FAVOUR
TOP
FAVOUR:
TOP
FAVOUR LIMITED
By: /s/ Jianhua
Lv
Jianhua Lv, Chairman
SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Print
Name of Top Favour Shareholder:
Honor
Express Limited
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Signature: /s/
Jianhua Lv
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Name of Top Favour Shareholder:
Yang
Liuchang
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Signature:
/s/ Yang
Liuchang
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Name of Top Favour Shareholder:
Li
Ruiyun
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Signature:
/s/ Li
Ruiyun
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Name of Top Favour Shareholder:
Feng
Shusen
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Signature:
/s/ Feng
Shusen
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Print
Name of Top Favour Shareholder:
Xxxxx
Xxxxxxxx
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Signature:
/s/ Xxxxx
Xxxxxxxx
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Print
Name of Top Favour Shareholder:
Xxxx
Xxx
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Signature:
/s/ Xxxx
Xxx
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Print
Name of Top Favour Shareholder:
Wu
Dongfang
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Signature:
/s/ Wu
Dongfang
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Print
Name of Top Favour Shareholder:
Xxx
Xxxxxxxx
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Signature: /s/ Xxx Xxxxxxxx
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Print
Name of Top Favour Shareholder:
Xxxxx
Xxxx
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Signature:
/s/ Xxxxx
Xxxx
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Print
Name of Top Favour Shareholder:
Li
Ping
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Signature:
/s/ Li
Ping
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Print
Name of Top Favour Shareholder:
Xxxx
Xxxx
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Signature:
/s/ Xxxx
Xxxx
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Print
Name of Top Favour Shareholder:
Xu
Binzhi
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Signature:
/s/ Xu
Binzhi
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Print
Name of Top Favour Shareholder:
Xxxx
Xxxxxx
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Signature:
/s/ Xxxxxx
Xxxx
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Print
Name of Top Favour Shareholder:
Portswealth
Holdings Ltd.
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Signature:
/s/ Xxxxx
Xxx
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Print
Name of Top Favour Shareholder:
Cawston
Enterprises Ltd.
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Signature:
/s/
(Illegible)
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Print
Name of Top Favour Shareholder:
Suzhou
Capital Advisors, LLC d/b/a/ Xxxxxx Xxxx Capital
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Signature:
/s/ Xxx
Xxxxxx
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS
TOP
FAVOUR SHAREHOLDERS:
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Print
Name of Top Favour Shareholder:
Causeway
Bay Capital, LLC
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Signature:
/s/
(Illegible)
(Please
sign here)
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Print
name and title of Signing Person:
(if
signatory is a corporation, partnership or other similar
entity)
Name:
Title:
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