AMENDMENT TO SHARE EXCHANGE AGREEMENT
Exhibit
2.2
AMENDMENT
TO
AMENDMENT TO SHARE EXCHANGE AGREEMENT
(this “Amendment”), dated as of
June 28, 2010, by and among Birch Branch, Inc., a Colorado corporation
(the “Acquiror
Company”), Xxxxxxx Xxxxxx, Xxxxxx Family Partners LTD, LaMirage
Trust, Xxxxxx
Family Partners, LTD, Xxxxxxx Family Trust, Hu Qingying, Ong Xxxx Xxxx and SCM
Capital LLC (collectively, the “Acquiror
Company Principal Shareholders”), Xxxx Xxxxx Holdings Limited, Wanjinlin
International Investment Group Limited, Jinmao Investment Group Limited, USA
Wall Street Capital United Investment Group Limited, Global Chinese Alliance
Development Ltd., USA International Finance Consulting Group Ltd., Golden Hill
International Investment Group Limited, Fuhai International Investment Group
Limited, Renhe International Investment Group Limited, Fuyutai International
Investment Group Limited, and Kangchen International Investment Group Limited
(collectively, the “Company
Shareholders”), and Xxxx Xxxxx Holdings HongKong Limited, a Hong Kong
company (the “Company”).
W I T N E S S E T H :
WHEREAS, the Acquiror Company, the Acquiror
Company Principal Shareholders, the Company Shareholders and the Company are
parties to a certain Share Exchange Agreement dated May 14, 2010 (the “Share
Exchange Agreement”);
WHEREAS, the parties hereto wish to amend the
Share Exchange Agreement in the manner set forth
below.
NOW,
THEREFORE, in consideration
of the foregoing premises and the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
|
1.
|
Amendments.
|
(a) All references in the Share Exchange
Agreement to “Cancellation Agreements” shall be replaced with “Cancellation
Agreement.”
(b) The definition of “Cancellation” in the
Share Exchange Agreement is hereby deleted in its entirety and replaced with the
following:
“Cancellation” means the cancellation of the shares
of Common Stock held by Xxxxxx Family Partners, LaMirage Trust,
Xxxxxxx Family Trust, Xxxxxx Family Partners LTD and Xxxxxxx
Equity Partners 401(k) Plan pursuant to the terms of the Cancellation Agreement,
which shall be consummated simultaneously with the Closing of the Share
Exchange.
(c) The definition of “Cancellation
Agreements” in the Share
Exchange Agreement is
hereby deleted in its entirety and replaced with the
following:
“Cancellation
Agreement” means that Cancellation
Agreement dated as of the
Closing Date among the Acquiror Company, the Company
and Xxxxxx Family Partners,
LaMirage Trust, Xxxxxxx Family Trust, Xxxxxx Family Partners LTD and Xxxxxxx
Equity Partners 401(k) Plan.
(d) Section 8.8 of the Share Exchange
Agreement is hereby deleted in its entirety and replaced with the
following:
“Section
8.8 Appointment
of Officers and Directors. (a) Wang Xinshun shall have been appointed or elected
to serve as the Chairman of the Acquiror Company Board effective
upon the Closing Date, (b)Wang Feng, Xxxxx Xx-Xx, Xxxxx Xxxx and Li
De Xin shall have been
appointed or elected to serve as directors of the Acquiror Company Board
effective upon expiration of the 10 day period under Rule 14f-1 of the Exchange
Act and (c) Wang Feng shall have been elected or appointed Chief Executive Officer of the Acquiror Company and Li De Xin shall have been elected or appointed
Chief Operating
Officer of the Acquiror
Company; each effective upon the Closing Date;”
(e) The amended and restated Schedules
attached to this Amendment shall replace the correspondingly numbered Schedules
that have previously been delivered.
2. General
Provisions.
(a) Entire
Agreement. The Share Exchange
Agreement and this Amendment supersede all prior agreements between the parties
with respect to its subject matter and constitutes (along with the documents
referred to in the Share Exchange Agreement) a complete and exclusive statement
of the terms of the agreement between the parties with respect to its subject
matter. Except as
amended hereby, the Share Exchange Agreement shall remain in full force and
effect.
(b) Severability. If any provision of
this Amendment is held invalid or unenforceable by any court of competent
jurisdiction, the other provisions of this Amendment will remain in full force
and effect. Any provision of this Amendment held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.
(c) Governing
Law. This
Amendment will be governed by the laws of the State of New York without regard
to conflicts of laws principles.
(d) Counterparts. This Amendment may
be executed in one or more counterparts, each of which will be deemed to be an
original copy of this Amendment and all of which, when taken together, will be
deemed to constitute one and the same agreement. The exchange of
signature pages via facsimile or by e-mail transmission in portable digital
format, or similar format, shall constitute effective execution and delivery of
this Amendment.
(e) Definitions. Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Share Exchange Agreement.
In Witness
Whereof, the parties have executed and delivered this Amendment to the
Share Exchange Agreement as of the date first written above.
Birch
Branch, Inc.
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: President,
Chief Executive Officer and Chief Financial Officer
ACQUIROR
COMPANY PRINCIPAL SHAREHOLDERS:
/s/ Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxx
Xxxxxx
Family Partners LTD
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Officer
LaMirage
Trust
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Officer
Xxxxxx
Family Partners, LTD
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: General
Partner
Xxxxxxx
Family Trust
By: /s/ Xxxxxx
Xxxxxxx
Name: Xxxxxx
Xxxxxxx
Title: Trustee
/s/ Hu
Qingying
Hu
Qingying
/s/ Ong Xxxx
Xxxx
Xxx
Xxxx Xxxx
SCM
Capital LLC
By: /s/ Xxxx
Xxxxxx
Name: Xxxx
Xxxxxx
Title: Managing
Partner
/s/ Xxx
Xx
Xxx
Xx
Xxxx
Xxxxx Holdings HongKong Limited
By: /s/ Wang
Feng
Name: Wang
Feng
Title: Director
Company
Shareholders:
Xxxx
Xxxxx Holdings Limited
By: /s/ Wang
Feng
Name: Wang
Feng
Title: Director
Wanjinlin
International Investment Group Limited
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Director
Jinmao
Investment Group Limited
By: /s/ Wang
Yushu
Name: Wang
Yushu
Title: Director
USA
Wall Street Capital United Investment Group Limited
By: /s/ Li
Weitian
Name: Li
Weitian
Title: Director
Global
Chinese Alliance Development Ltd.
By: /s/ Li
Weitian
Name: Li
Weitian
Title: Director
USA
International Finance Consulting Group Ltd.
By: /s/ Li
Weitian
Name: Li
Weitian
Title: Director
Golden
Hill International Investment Group Limited
By: /s/ Xxxx Xxxxx
Kai
Name: Xxxx
Xxxxx Kai
Title: Director
Fuhai
International Investment Group Limited
By: /s/ Xx Xxxx
Har
Name: Xx
Xxxx Har
Title: Director
Renhe
International Investment Group Limited
By: /s/ Tang Xxx
Xxxxx
Name: Tang
Xxx Xxxxx
Title: Director
Fuyutai
International Investment Group Limited
By: /s/ Xxxx Po
Lok
Name: Xxxx
Po Lok
Title: Director
Kangchen
International Investment Group Limited
By: /s/ Xxxx Xxxx
On
Name: Xxxx
Xxxx On
Title: Director
