EXHIBIT 2.2
EXECUTION COPY
DATED THIS 15th DAY OF FEBRUARY 2006
BETWEEN
M2B WORLD PTE LTD
(as the Vendor)
AND
XXXXXX INTERNATIONAL GROUP LIMITED
(as the Purchaser)
SUPPLEMENTAL AGREEMENT
to the Sale and Purchase Agreement dated 20 December 2005
relating to 81 per cent. of the issued capital of
M2B Game World Pte Ltd
Stamford Law Corporation
0 Xxxxxxx Xxxxx
#00-00 Xxxxxxxx Xxxxx
Xxxxxxxxx 000000
Tel : (00) 0000 0000
Fax : (00) 0000 0000
xxx.xxxxxxxxxxx.xxx.xx
CONTENTS
1 INTERPRETATION............................................................2
2 AMENDMENTS TO THE SALE AND PURCHASE AGREEMENT.............................3
3 FURTHER ASSURANCE.........................................................6
4 SEVERANCE.................................................................6
5 CONFIRMATION AND INCORPORATION............................................6
6 COUNTERPARTS .............................................................6
7 GOVERNING LAW.............................................................7
1
SUPPLEMENTAL AGREEMENT
THIS SUPPLEMENTAL AGREEMENT is dated the _____ day of February 2006
BETWEEN
(1) M2B WORLD PTE LTD (Company Registration No. 20003654C), a company
incorporated in Singapore and having its registered office at 000 Xxxxxx
Xxxx #00-00, Xxxxxxx Xxxxx, Xxxxxxxxx 000000 (the "Vendor"); and
(2) XXXXXX INTERNATIONAL GROUP LIMITED (Company Registration No. 199801660M),
a company incorporated in Singapore and having its registered office at
00 Xxxxxx Xxxx #00-00 Xxxxxx Xxxxxxxxx, Xxxxxxxxx 000000 (the "Purchaser"
or "AIG").
(collectively, the "Parties", and individually, a "Party")
WHEREAS:
(A) The Parties have entered into a Sale and Purchase Agreement dated 20
December 2005 (the "Sale and Purchase Agreement") under which the Vendor
sold to the Purchaser 8,100,000 shares of S$0.10 each in the capital of
MZB Game World Pte Ltd (the "Company' ) representing 81 per cent. of the
existing issued share capital of the Company.
(B) In the spirit of goodwill and cooperation, the parties have agreed to
vary the terms of the Sale and Purchase Agreement as set out in this
Supplemental Agreement.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1 INTERPRETATION
1.1 Save as expressly provided in this Supplemental Agreement, all terms and
references used in this Supplemental Agreement which are defined in the
Sale and Purchase Agreement but are not defined in this Supplemental
Agreement shall have the same meaning and construction ascribed to them
in the Sale and Purchase Agreement.
1.2 Unless there is something in the subject or context inconsistent with
that construction or unless it is otherwise expressly provided:
(a) a reference to a statutory provision includes a reference to any
modification, consolidation or re-enactment of it for the time
being in force, and all statutory instruments or orders made
pursuant to it;
(b) words denoting one gender include all other genders; words
denoting the singular include the plural, and vice versa; words
denoting persons include firms and corporations, and vice versa,
and also include their respective heirs, personal representatives,
successors-in-title or permitted assigns (as the case may be);
(c) a reference to a Clause, Schedule or Appendix is a reference to
the relevant clause of or schedule or appendix to this
Supplemental Agreement (as the case may be); a reference to a
paragraph or sub-clause is a reference to the relevant paragraph
or sub-clause (as the case may be) of the relevant sub-clause,
clause or schedule in which the reference appears; a reference to
this Supplemental Agreement, or any of its provisions, includes
all amendments and modifications made to this Supplemental
Agreement from time to time in force;
1.3 The Schedules and the Appendices shall have effect and be construed as an
integral part of this Supplemental Agreement.
1.4 The headings in this Supplemental Agreement are inserted for convenience
of reference and shall be ignored in the interpretation and construction
of this Supplemental Agreement.
2 AMENDMENTS TO THE SALE AND PURCHASE AGREEMENT
2.1 The Sale and Purchase Agreement shall be amended as follows:
(a) By inserting the following new definition of "MOL Country Partner
Program" between the definitions of "Market Day(s)" and
"Purchaser's Due Diligence Exercise" in Clause 1.1 of the Sale and
Purchase Agreement: "MOL Country Partner Program" means the
programme to develop a business for on-line services and
micro-payment systems, more particularly described in the country
partner agreement dated 15 June 2004 entered into between MOL
AccessPortal Berhad and the Vendor;";
(b) By inserting the following new definition of "Territory" between
the definitions of "Singapore Dollar" or "S$" and "US$" in Clause
1.1 of the Sale and Purchase Agreement:
"Territory" means any of the following geographic areas:
Singapore, Thailand, Indonesia, Australia, New Zealand and a
province within the People' s Republic of China (to be determined
by the Company in due course);";
(c) By deleting Clause 6.2 of the Sale and Purchase Agreement in its
entirety and replacing it with the following:
"6.2 The Vendor undertakes with the Purchaser that except with
the consent in writing of the Purchaser or as otherwise
expressly provided for in this Agreement that the Vendor
shall not, and shall procure that none of its subsidiaries
shall not, whether directly or indirectly and whether alone
or in conjunction with or on behalf of any other person
whether as principal, shareholder, agent, consultant or
otherwise:
6.2.1 for a period of three years from the date of this
Agreement, carry on or be engaged, concerned or
interested in any business of facilitating the
distribution of and payment for massively
multiplayer online games which is in competition
with any Group Company in the Territory;
3
6.2.2 for a period of three years after the date of this
Agreement, induce any directors or employees of any
Group Company to terminate such person's
directorship or to leave the employment of the Group
Company or employ such director or employee.
The Parties agree that all obligations or restrictions in
this Clause 6.2 are necessary and fundamental to the
protection of the Purchaser and each Group Company, and are
reasonable and valid and in the event of any breach or
threatened breach by the Vendor of any covenant or other
provision contained in the Agreement, the Purchaser shall
be entitled (in addition to any other remedy that may be
available to it) to (i) a decree or order of specific
performance or a Mandatory Order to enforce the observance
and performance of such covenant, obligation or other
provision; and (ii) an injunction restraining such breach
or threatened breach."
(d) By inserting a new Clause 6.3A between Clauses 6.3 and 6.4 of the
Sale and Purchase Agreement:
"6.3A The Vendor further undertakes to and agrees with the
Purchaser that it will make available, as soon as
practicable, to AIG and its directors, employees, agents
and advisors, all such information in its possession or
control, and allow AIG and its directors, employees, agents
and advisors, reasonable access to the Vendor's directors,
employees and agents, as AIG and/or its advisors may
reasonably require for the purpose of preparing the
circular to be issued to the shareholders of AIG in
relation to:
(a) the acquisition of the Sale Shares; and
(b) a general mandate for transactions ("IPT Mandate")
between the Company and the Vendor in accordance
with Rule 420(1) of the Listing Manual,
and all other documentation to be prepared in connection
therewith, including, if necessary the letter of the
financial advisor to the independent directors of AIG in
relation to the IPT Mandate; and
(e) By deleting Clause 6.4 of the Sale and Purchase Agreement in its
entirety and replacing it with the following:
"6.4 The Vendor undertakes that it shall, for as long as its
shareholding in the Company exceeds 5% of the issued share
capital of the Company, not exercise its rights to seek the
nomination of any person to the board of directors of the
Purchaser (including, without limitation, the right to
requisition a general meeting of the Purchaser for the
purposes of appointing any person to, or seeking the
removal or replacement of any person from, the board of
directors of the Purchaser). For the avoidance of doubt,
none of the restrictions in this Clause shall affect the
Vendor's right to attend any general meeting and vote on
any resolution relating to the appointment or removal of a
director and none of the restrictions in this Clause shall
apply to any successor-in-title to the Consideration
Shares, where the Consideration Shares are sold to a party
which is not a related corporation or an associate of the
Purchaser otherwise than by assignment of this Agreement;";
4
(f) By deleting Clause 6.5 of the Sale and Purchase Agreement in its
entirety and replacing it with the following:
"6.5 The Vendor undertakes to the Purchaser that:
6.5.1 it shall maintain its entire interest in the
Consideration Shares during the 6 month period
following the date of listing and quotation of the
Consideration Shares and not sell, contract to sell,
sell any option or contract to purchase, grant any
option, right or warrant to purchase, lend or
otherwise transfer or dispose of, whether directly
or indirectly, any of the Consideration Shares for
the said 6 month period; and
6.5.2 it shall retain its interest in at least 50% of the
Consideration Shares for the period of 12 months
from the date of listing and quotation of the
Consideration Shares and not sell, contract to sell,
sell any option or contract to purchase, grant any
option, right or warrant to purchase, lend or
otherwise transfer or dispose of, whether directly
or indirectly, any such Consideration Shares to be
retained pursuant to this Clause 6.5.2 until the
expiry of the said 12 month period;";
(g) By inserting new Clauses 6.5A and 6.5B between Clauses 65 and 6.6
of the Sale and Purchase Agreement:
"6.5A The Vendor shall on and from the date of this Agreement
transfer to the Company its expertise relating to the
operation of the business of providing on-line services and
micropayment systems in accordance with the MQL Country
Partner Program (or such other equivalent system as the
Parties may agree) (the "Relevant Expertise'), The Vendor
understands and agrees that successful transfer of the
Relevant Expertise is instrumental to the Company's ability
to carry on business, and thus agrees that it will use its
best endeavours to ensure the Relevant Expertise is
transferred to the Company as expeditiously as possible;
6.5B The Parties agree that they shall promptly after Settlement
take all appropriate steps to change or procure the change
of name of the Company from "M2B Game World Pte Ltd" to
such other name which does not contain the word "M2B".";
(h) By inserting new sub-Clauses 7.2.3 and 7.2.4 between sub-Clause
7.2.2 and Clause 7.3 of the Sale and Purchase Agreement:
"7.2.3 to the best of the Vendor's knowledge after making all
reasonable enquiries, the business of the Company as
presently carried on does not, and is not likely to
infringe any intellectual or industrial property right of
any other person (or would not do so if the same were
valid) and all rights and licences enjoyed by the Company
in respect of its business including without limitation the
right to facilitate the distribution of and payment for
massively multiplayer online games and other services are
in full force and effect; and
7.2.4 neither the Vendor nor the Company has received any claims
from any third parties alleging the operations or business
of the Company have infringed the intellectual property
rights held or owned by such third parties and to the best
knowledge of the Vendor, no claims have been made or
threatened against the Company which may materially and
adversely affect the Company or its business.
(i) By deleting Clause 8.1 of the Sale and Purchase Agreement in its
entirety and replacing it with the following:
"8.1 The Vendor represents, warrants and undertakes that the
Company will achieve an audited consolidated profit after
tax of not less than S$500,000 in favour of the Purchaser
in respect of FY2006 (the "Guaranteed Profit")"; and
3 FURTHER ASSURANCE
3.1 The Parties shall execute and do and take such steps as may be in their
power and shall procure that all necessary persons, if any, execute and
do all such further documents, agreements, deeds, acts and things as may
be required so that full effect may be given to the provisions of this
Supplemental Agreement.
4 SEVERANCE
4.1 If any provision of this Supplemental Agreement or part thereof is
rendered void, illegal or unenforceable by any legislation to which it is
subject, it shall be rendered void, illegal or unenforceable to that
extent and no further.
5 CONFIRMATION AND INCORPORATION
5.1 Except to the extent expressly varied or amended by the provisions of
this Supplemental Agreement, the terms and conditions of the Sale and
Purchase Agreement and all other instruments and agreements executed,
delivered and entered into thereunder in connection therewith or pursuant
thereto are hereby confirmed and shall retrain in full force and effect.
5.2 The Sale and Purchase Agreement and this Supplemental Agreement shall be
construed as one document, and this Supplemental Agreement shall be
considered to be part of the Sale and Purchase Agreement, and without
prejudice of the generality of the foregoing, where the context so
allows, references in this Supplemental Agreement to the Sale and
Purchase Agreement however expressed, shall be read and construed as
references to the Sale and Purchase Agreement as varied and amended and
supplemented by this Supplemental Agreement.
6 COUNTERPARTS
6.1 This Supplemental Agreement may be signed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
Any Party may execute this Supplemental Agreement by signing any such
counterpart.
6
7 GOVERNING LAW
7.1 This Supplemental Agreement shall be governed by and construed in
accordance with the laws of Singapore.
7.2 In relation to any legal action or proceedings ("Proceedings") arising
out of or in connection with this Supplemental Agreement, each of the
Shareholders hereby irrevocably submits to the non-exclusive jurisdiction
of the courts of Singapore and waives any claim that the Proceedings are
held in an inconvenient forum.
IN WITNESS WHEREOF this Supplemental Agreement has been entered into on the date
stated at the beginning.
Signed by Xxxxx Xxxxx )
M2B WORLD PTE LTD ) /s/ Xxxxx Xxxxx
in the presence of: )
XXXXXXX XXXXX /s/ Xxxxxxx Xxxxx
Signed by Xxxx Xx )
XXXXXX INTERNATIONAL ) /s/ Xxxx Xx
GROUP LIMITED )
in the presence of: )
/s/ XX Xxx
