AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
Exhibit
10.1
AMENDMENT
NO. 2 TO STOCK PURCHASE AGREEMENT
Amendment No. 2 (“Amendment No. 2”)
dated December 9, 2009 to Stock Purchase Agreement dated October 6, 2009 and
amended November 10, 2009 (the “Amended SPA”) among CS China Acquisition Corp.
(“Purchaser”),
Asia Gaming & Resort, Ltd. (“Company”) and Spring
Fortune Investment Ltd (“Shareholder”).
WHEREAS, the parties hereto, who
constitute all of the parties to the Amended SPA, desire to amend the Amended
SPA as set forth herein;
IT IS AGREED:
1. Section
8.1(b) of the Amended SPA is hereby amended to read as follows:
“(b) by
either Purchaser or the Shareholder if the transactions contemplated by this
Agreement shall not have been consummated by February 10, 2010 (the
“Termination Date”) for any reason;
provided, however, that the right to terminate this Agreement under this Section
8.1(b) shall not be available to any party whose action or failure to act has
been a principal cause of or resulted in the failure of such consummation to
occur on or before such date and such action or failure to act constitutes a
breach of this Agreement;”
2. Capitalized
terms used herein that are defined in the Amended SPA shall have the meanings
ascribed to them in the Amended SPA.
3. As
amended hereby, the Amended SPA shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment No. 2 to be executed as of the date first above
written.
| CS CHINA ACQUISITION CORP. | |||
|
|
By:
|
/s/ Xxxxx X. Xxxxxxxxx | |
| Xxxxx X. Xxxxxxxxx | |||
| Director and CFO | |||
| ASIA GAMING & RESORT, LTD. | |||
|
|
By:
|
/s/ Xxx Man Xxx | |
| Xxx Man Pou | |||
| Chairman and Director | |||
| SPRING FORTUNE INVESTMENTS LTD | |||
|
|
By:
|
/s/ Xxx Man Pou | |
| Lam Man Pou | |||
| Chairman and Director | |||
