EXHIBIT 4.36
AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT IS MADE AND ENTERED INTO AS OF AND
EFFECTIVE APRIL 4, 2002 ("AMENDMENT") BY AND BETWEEN [CHINESE SYMBOL] ("MUSIC
KING"), POINT RECORDS CO., LTD. ("ROSE"), AND ALL SHAREHOLDERS OF ROSE EXCEPT
[CHINESE SYMBOL] (THE "SELLERS"), (MUSIC XXXX, XXXX AND THE SELLERS ARE
COLLECTIVELY REFERRED TO AS "PARTIES").
RECITALS
WHEREAS, the Parties entered into a Stock Purchase Agreement dated as
of January 29, 2002 (the "Agreement");
WHEREAS, pursuant and subject to the provisions of the Agreement,
Music King shall cause G-MUSIC Limited ("GMusic") to issue the number of the new
shares to an Escrow Agent (as defined in the Agreement) by March 31, 2002, the
aggregate thereof shall be equal to 10% of the total outstanding common stock of
GMusic as of March 31, 2002; and
WHEREAS, the Parties desire to amend the Agreement to use a cash
payment of NT$100,000,000 in lieu of the Stock Portion as defined in Section 3.2
(b) of the Agreement.
Now, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the Parties hereby agree to amend the Agreement, as
follows:
1. General.
1.1. All defined terms used herein shall have the respective meaning therefor
set forth in the Agreement.
1.2. The Preamble (i.e. Recitals) section is hereby incorporated into the body
of this Amendment.
2. Amendment. The Agreement is hereby amended as follows:
2.1. Section 3.2 (b) of the Agreement is hereby amended by replacing the whole
paragraph as "By March 31, 2002 or a later date as mutually agreed, the
Purchaser shall cause the New Holding Company to pay, on behalf of the
Purchaser, the aggregate amount of One Hundred Million New Taiwan Dollars
(NT$100,000,000) to the Sellers."
IN WITNESS WHEREOF, the parties hereto, with intent to be legally bound, have
caused this Amendment to be executed and delivered as of and effective the date
first above written.
[CHINESE SYMBOL]
By: /s/ Xxxxx Xxxx
---------------------------------
Name: Xxxxx Xxxx
Title:
POINT RECORDS CO., LTD.
By: /s/ Tzu-tzu Wu
---------------------------------
Name: Tzu-tzu Wu
Title:
SELLERS
By: /s/ Tzu-tzu Wu
---------------------------------
Name: [CHINESE SYMBOL]
Title: Attorney-In-Fact
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