Exhibit 10.2
FIRST AMENDMENT TO
AGREEMENT ON TRANSFER OF SHARES
IN
ABLE NEW ENERGY CO., LIMITED
BY
ULTRALIFE BATTERIES, INC.
AND
(XXXXX XXXXXX)
(LI XIAOCHUN)
(ZHU DEHONG)
First Amendment to the Agreement on Transfer of Shares
FIRST AMENDMENT TO THE AGREEMENT ON TRANSFER OF SHARES
This First Amendment to the Agreement on Transfer of Shares (this "Amendment")
is made on this ____ day of __________ 2006 by and between:
ULTRALIFE BATTERIES, INC. (hereinafter referred to as the "PURCHASER"), a
corporation organised and existing under the laws of the State of Delaware and
having its principal office at 0000 Xxxxxxxxxx Xxxxxxx, Xxxxxx, Xxx Xxxx 00000,
XX.
and
(Xxxxx Xxxxxx, hereinafter referred to as "XX.XXXXX"), a Chinese citizen whose
ID number is 230103670711321 and having domicile at B-7E, Huifangyuan, Xuefu
Road, Nanshan District, Shenzhen, Guangdong, China;
(Li Xiaochun, hereinafter referred to as "XX.XX"), a Chinese citizen whose ID
number is 000000000000000000 and having domicile at 8E, Building 2, Xiandaicheng
Huating, Chuangye Road, Nanshan District, Shenzhen, Guangdong, China;
(Zhu Dehong, hereinafter referred to as "XX.XXX"), a Chinese citizen whose ID
number is 000000000000000000 and having domicile at B-7C, Qingchun Jiayuan, Xx.
000, Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxxxxxx, China.
Xx. Xxxxx, Xx. Xx and Xx. Xxx hereinafter may be referred to collectively as the
"SELLERS" or individually as the "SELLER". The Purchaser and the Sellers may be
collectively referred to as the "PARTIES" or individually as a "PARTY".
PREAMBLE
WHEREAS on January 25th 2006, the Parties entered into the Agreement on Transfer
of Shares (hereinafter referred to as the "STA") for the transfer of the entire
issued shares in Able New Energy Co., Limited;
WHEREAS the Parties agree that certain provisions of the STA requires for
clarification and amendment and intend to amend the STA pursuant to the terms
and conditions of this Amendment;
ACCORDINGLY the Parties hereby agree to this Amendment which shall become
effective as of the date hereof. Subject to the amendments expressly set out
herein, all terms and conditions of the STA shall continue to be valid and
effective.
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First Amendment to the Agreement on Transfer of Shares
ARTICLE 1
Unless the terms or context of this Amendment otherwise provide, the terms
herein shall bear the same meaning as defined in the STA.
ARTICLE 2
The following article shall be inserted after Article 11.6 of the STA and become
Article 11.7 thereof, with the original Article 11.7 accordingly numbered as
Article 11.8.
"11.7 In the event that the Closing takes place pursuant to Article 4.1 hereof
by the Condition Fulfilment Deadline, except for the reimbursement for the
Approved Expenses that have been waived in writing by the Purchaser for the
reason that such Approved Expenses are for its benefit and convenience, the
total amount of the reimbursement for the Approved Expenses that the Sellers
have received from the Escrow Agent pursuant to this Article by the Date of
Closing shall be credited to the part of Purchase Price payable to the Sellers
pursuant to Article 3.3(i) hereof. Accordingly, such reduced sum of Purchase
Price shall be payable to the Sellers pro rata to their shareholding ratio at
the Closing within thirty (30) days of the Closing Date."
IN WITNESS WHEREOF, each Party hereto has caused this First Amendment to the
Agreement on Transfer of Shares to be executed by its authorised
representatives:
Shenzhen, Guangdong Province, [date], 2006
By: ULTRALIFE BATTERIES, INC.
/s/ Xxxxxx X. Xxxx
--------------------------------------
Authorized Representative:
By: (XXXXX XXXXXX)
/s/ Xxxxx Xxxxxx
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First Amendment to the Agreement on Transfer of Shares
By: (LI XIAOCHUN)
/s/ Li Xiaochun
-------------------------------------
By: (ZHU DEHONG)
/s/ Zhu Dehong
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