Second Amendment To Stock Purchase Agreement
EXHIBIT 99.1
Second Amendment To Stock Purchase Agreement
This
Second Amendment to Stock Purchase Agreement (“Second Amendment”), effective as
of March 5, 2010, amends that certain Stock Purchase Agreement effective
February 9, 2010 (“Agreement”) and previously amended effective February 15,
2010 (“First Amendment”) between China Tel Group, Inc., a Nevada corporation
(“Company”), and Excel Era Limited, a Hong Kong corporation
(“Purchaser”).
The
following sections of the Agreement and the First Amendment are amended as
follows:
1.1 Sale and Issuance of Series
A Common Stock.
Pursuant
to the Agreement, the Company has issued and delivered to the Purchaser at the
Closing of the Agreement 159,599,803 Shares (“Original Shares”). The
Purchaser authorizes the Company to cause the certificate representing the
Original Shares to be cancelled and to instead issue the Purchaser a certificate
for 106,399,869 Shares (“Amended Purchased Shares”), which represents
twenty-four percent (24%) of the total Shares.
2.1 Purchase
Price.
The
purchase price (“Amended Purchase Price”) for the Amended Purchased Shares is
$320,000,000. The Amended Purchase Price is payable as follows:
$1,000,000 previously paid at the Closing of the Agreement (“First
Installment”); $239,000,000 on or before March 31, 2010 (“Second Installment”);
and $80,000,000 on or before December 31, 2010 (“Third
Installment”).
6.7 Default by the
Purchaser.
The
Purchaser shall not sell, transfer, distribute or otherwise convey more than the
following number of the Purchased Shares prior to the payment to the Company of
each of the following Installments: no Shares prior to the Second
Installment; and 70,933,246 Shares prior to the Third Installment. If
the Purchaser fails to pay any installment as required by this Second Amendment,
the Purchaser shall return to the Company the following number of the Amended
Purchased Shares, and the Purchaser shall not be obligated to pay nor the
Company to accept any subsequent Installment: 106,399,869 Shares upon failure to
pay the Second Installment; or 35,466,623 Shares upon failure to pay the Third
Installment, respectively, as the case may be. The Purchaser also
agrees that, should the Purchaser fail to return said Shares to the Company on
or before the applicable date described in this Section 6.7, the
Company may cancel said Shares without further notice to the Purchaser, and the
Purchaser shall thereby forfeit any and all rights it would otherwise have as
the owner of said Shares.
Except as
expressly amended, all other terms of the Agreement remain in full force and
effect.
This
Second Amendment may be executed in one or more counterparts, each of which
shall be deemed to be an original copy of this Second Amendment and all of
which, when taken together, shall be deemed to constitute one and the same
Amendment.
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COMPANY:
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PURCHASER:
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CHINATEL
GROUP, INC.
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EXCEL
ERA LIMITED
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| By: |
/s/
Xxxxxx Xxxxxxx
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By: |
/s/
Tsuing-Hsi (Xxxxxxx) Xxxx
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Xxxxxx
Xxxxxxx
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Tsuing-Hsi
(Xxxxxxx) Xxxx
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Chief
Executive Officer
|
President
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