AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT
Exhibit
2.1(b)
AMENDMENT
NO. 1 TO THE
THIS
AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of
the
December 29, 2006 (this "Amendment"), is by and among Inncardio, Inc., a Utah
corporation (the “Company”); Long-e International Group Co., Ltd., a British
Virgin Islands corporation (“Long-e”); and all of the shareholders of Long-e,
each of whom has executed a counterpart signature page to this Agreement (each,
a “Shareholder” and collectively, the “Shareholders”). The Company, Long-e and
the Shareholders are collectively referred to herein as the “Parties”. Terms not
defined in this Amendment shall have such meanings as set forth in the Agreement
(as defined below).
WITNESSETH:
WHEREAS,
the Parties entered into that certain Share Exchange Agreement dated as of
November 30, 2006 (the “Agreement”);
WHEREAS,
the Parties desire to amend the Agreement by entering into this Amendment;
NOW,
THEREFORE, for good and valuable consideration and in consideration of the
respective representations, warranties, covenants and agreements set forth
in
the Agreement, the parties hereby agree to amend the Agreement as
follows:
AGREEMENT:
1. Section
10.1 of the Agreement is hereby deleted in its entirety:
2. Except
as
amended herein, the Agreement shall remain in full force and
effect.
3. This
Amendment may be executed in any number of facsimile counterparts, each of
which
shall be an original, but which together constitute one and the same instrument.
This Amendment may be executed and delivered by facsimile.
SIGNATURE
PAGE TO FOLLOW
IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment to
the
Share Exchange Agreement as of the date first set forth above.
| INNCARDIO, INC. | ||
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| By: | /s/ Xxxx Xxxxxxxx | |
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Name: Xxxx
Xxxxxxxx
Title: Chief
Executive Officer
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| LONG-E INTERNATIONAL GROUP CO., LTD | ||
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| By: | /s/ Bu Shengfu | |
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Name: Bu
Shengfu
Title: Chief
Executive Officer
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Witness:
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WestPark
Capital, Inc. |
| By: |
/s/
Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx
Xxxxxxxxx
Title: Chief
Executive Officer
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SIGNATURE
PAGES FOR SHAREHOLDERS FOLLOW
LONG-E
INTERNATIONAL GROUP CO., LTD.
SHAREHOLDERS’
SIGNATURE PAGE TO
AMENDMENT
NO. 1 TO SHARE EXCHANGE AGREEMENT
Dated
December 29, 2006
Among
Inncardio, Inc.,
Long-e
International Group Co., Ltd., and
The
Shareholders of Long-e International Group Co., Ltd.
The
undersigned Shareholder hereby executes and delivers the Amendment No.
1 to
Share Exchange Agreement (the “Agreement”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms
of the
Agreement.
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/s/ Bu
Shengfu
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(Signature)
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Bu
Shengfu
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(Type
or print name)
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(Type
or print name as it should appear on certificate, if
different)
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Address: X-0X,
Xxxxx
Xxxxxxxxx Xxxxx,
Xxxxxx Xxxx, Xx-Xxxx
Industry
Zone, Shenzhen,
518000, Guangdong, P.R.C
Telephone: (
00 ) 000 0000 0000
Facsimile: (
00 ) 000 0000 0000
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Number
of Long-e Shares Held: 306.30
LONG-E
INTERNATIONAL GROUP CO., LTD.
SHAREHOLDERS’
SIGNATURE PAGE TO
AMENDMENT
NO. 1 TO SHARE EXCHANGE AGREEMENT
Dated
December 29, 2006
Among
Inncardio, Inc.,
Long-e
International Group Co., Ltd., and
The
Shareholders of Long-e International Group Co., Ltd.
The
undersigned Shareholder hereby executes and delivers the Amendment No.
1 to
Share Exchange Agreement (the “Agreement”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms
of the
Agreement.
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/s/
Xu Rujiang
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(Signature)
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Shenzhen
Chefu Industrial & Development Co., Ltd.
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(Type
or print name)
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(Type
or print name as it should appear on certificate, if
different)
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Address: X-0X,
Xxxxx
Xxxxxxxxx Xxxxx,
Xxxxxx Xxxx, Xx-Xxxx
Industry
Zone, Shenzhen,
518000, Guangdong, P.R.C
Telephone: (
00 ) 000 0000 0000
Facsimile: (
00 ) 000 0000 0000
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Number
of Long-e Shares Held: 250.00
2
LONG-E
INTERNATIONAL GROUP CO., LTD.
SHAREHOLDERS’
SIGNATURE PAGE TO
AMENDMENT
NO. 1 TO SHARE EXCHANGE AGREEMENT
Dated
December 29, 2006
Among
Inncardio, Inc.,
Long-e
International Group Co., Ltd., and
The
Shareholders of Long-e International Group Co., Ltd.
The
undersigned Shareholder hereby executes and delivers the Amendment No.
1 to
Share Exchange Agreement (the “Agreement”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms
of the
Agreement.
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/s/
Jin Yushan
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(Signature)
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Jin
Yushan
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(Type
or print name)
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(Type
or print name as it should appear on certificate, if
different)
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Address: X-0X,
Xxxxx
Xxxxxxxxx Xxxxx,
Xxxxxx Xxxx, Xx-Xxxx
Industry
Zone, Shenzhen,
518000, Guangdong, P.R.C
Telephone: (
00 ) 000 0000 0000
Facsimile: (
00 ) 000 0000 0000
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Number
of Long-e Shares Held: 150.00
LONG-E
INTERNATIONAL GROUP CO., LTD.
SHAREHOLDERS’
SIGNATURE PAGE TO
AMENDMENT
NO. 1 TO SHARE EXCHANGE AGREEMENT
Dated
December 29, 2006
Among
Inncardio, Inc.,
Long-e
International Group Co., Ltd., and
The
Shareholders of Long-e International Group Co., Ltd.
The
undersigned Shareholder hereby executes and delivers the Amendment No.
1 to
Share Exchange Agreement (the “Agreement”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms
of the
Agreement.
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/s/
Yin Zhongjun
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(Signature)
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Yin
Zhongjun
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(Type
or print name)
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(Type
or print name as it should appear on certificate, if
different)
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Address: X-0X,
Xxxxx
Xxxxxxxxx Xxxxx,
Xxxxxx Xxxx, Xx-Xxxx
Industry
Zone, Shenzhen,
518000, Guangdong, P.R.C
Telephone: (
00 ) 000 0000 0000
Facsimile: (
00 ) 000 0000 0000
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Number
of Long-e Shares Held: 127.10
LONG-E
INTERNATIONAL GROUP CO., LTD.
SHAREHOLDERS’
SIGNATURE PAGE TO
AMENDMENT
NO. 1 TO SHARE EXCHANGE AGREEMENT
Dated
December 29, 2006
Among
Inncardio, Inc.,
Long-e
International Group Co., Ltd., and
The
Shareholders of Long-e International Group Co., Ltd.
The
undersigned Shareholder hereby executes and delivers the Amendment No.
1 to
Share Exchange Agreement (the “Agreement”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms
of the
Agreement.
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/s/
Li Jingyun
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(Signature)
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Li
Jingyun
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(Type
or print name)
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(Type
or print name as it should appear on certificate, if
different)
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Address: X-0X,
Xxxxx
Xxxxxxxxx Xxxxx,
Xxxxxx Xxxx, Xx-Xxxx
Industry
Zone, Shenzhen,
518000, Guangdong, P.R.C
Telephone: (
00 ) 000 0000 0000
Facsimile: (
00 ) 000 0000 0000
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Number
of Long-e Shares Held: 71.20
LONG-E
INTERNATIONAL GROUP CO., LTD.
SHAREHOLDERS’
SIGNATURE PAGE TO
AMENDMENT
NO. 1 TO SHARE EXCHANGE AGREEMENT
Dated
December 29, 2006
Among
Inncardio, Inc.,
Long-e
International Group Co., Ltd., and
The
Shareholders of Long-e International Group Co., Ltd.
The
undersigned Shareholder hereby executes and delivers the Amendment No.
1 to
Share Exchange Agreement (the “Agreement”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms
of the
Agreement.
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/s/
Li Huamin
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(Signature)
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Li
Huamin
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(Type
or print name)
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(Type
or print name as it should appear on certificate, if
different)
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Address: X-0X,
Xxxxx
Xxxxxxxxx Xxxxx,
Xxxxxx Xxxx, Xx-Xxxx
Industry
Zone Shenzhen,
518000, Guangdong, P.R.C
Telephone: (
00 ) 000 0000 0000
Facsimile: (
00 ) 000 0000 0000
|
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Number
of Long-e Shares Held: 50.00
LONG-E
INTERNATIONAL GROUP CO., LTD.
SHAREHOLDERS’
SIGNATURE PAGE TO
AMENDMENT
NO. 1 TO SHARE EXCHANGE AGREEMENT
Dated
December 29, 2006
Among
Inncardio, Inc.,
Long-e
International Group Co., Ltd., and
The
Shareholders of Long-e International Group Co., Ltd.
The
undersigned Shareholder hereby executes and delivers the Amendment No.
1 to
Share Exchange Agreement (the “Agreement”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms
of the
Agreement.
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/s/
Xu Jiafa
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(Signature)
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Xu
Jiafa
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(Type
or print name)
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(Type
or print name as it should appear on certificate, if
different)
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Address: X-0X,
Xxxxx
Xxxxxxxxx Xxxxx,
Xxxxxx Xxxx, Xx-Xxxx
Industry
Zone, Shenzhen,
518000, Guangdong, P.R.C
Telephone: (
00 ) 000 0000 0000
Facsimile: (
00 ) 000 0000 0000
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Number
of Long-e Shares Held: 45.40
