AMENDMENT NO. 3 TO TERMINATION AGREEMENT
Exhibit
10.01
Execution
Copy
AMENDMENT NO. 3 TO
TERMINATION AGREEMENT
AMENDMENT
made as of the 23rd day of September, 2009 by and between TRIMOL GROUP, INC., a Delaware
corporation with offices at 1285 Avenue of the Xxxxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Trimol”) and ALUMINUM POWER, INC., an
Ontario, Canada corporation with offices at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx
X0X0X0, Xxxxxx (“API”).
W I T N E S S E T H
:
WHEREAS, Trimol and API are
parties to that certain Termination Agreement dated May 30, 2008, as amended
(the “Termination
Agreement”); and
WHEREAS, Trimol has informed
API that subsequent to the termination of the letter of intent between it and
certain sellers in connection with Trimol’s proposed acquisition of certain
mining properties described therein (the “Prior Letter of Intent”), its
Board of Directors has determined that it will continue to pursue
other similar opportunities for an additional twelve months; and
WHEREAS, accordingly, API and
Trimol have agreed to further amend the Termination Agreement, on and subject to
the terms and conditions set forth herein.
NOW THEREFORE, in
consideration of the mutual covenants herein and other good and valuable
consideration, the recipient and sufficiency of which are hereby unconditionally
acknowledged, the parties hereto do hereby agree as follows:
1.
Acquisitions.
(a) For
purposes hereof, the term “Acquisitions” shall mean the
acquisition of mining properties, or interests therein, in one or more mining
properties throughout the world.
(b) References
in Section 1(c) of the Termination Agreement to “December 31, 2008” are hereby
changed to “September 22, 2010”.
2.
Further
Assurances. The parties hereto hereby agree that, at any time
and from time to time after the date hereof, upon the reasonable request of
either party hereto, they shall do, execute, acknowledge and deliver, or cause
to be done, executed, acknowledged and delivered, such further acts, deeds,
assignments, transfers, conveyances, and assurances as may be reasonably
required to more effectively consummate this Agreement and the transactions
contemplated thereby or to confirm or otherwise effectuate the provisions of
this Agreement.
3.
No Other
Amendment; Inconsistencies. Except as set forth above, none of
the other terms or provisions of the Termination Agreement are amended hereby
and the Termination Agreement shall remain in effect in accordance with the
terms thereof. To the extent that there is any inconsistency between
the terms hereof and the terms of the Termination Agreement, the terms hereof
shall govern and control.
4.
Miscellaneous. This
Agreement (i) constitutes the sole and entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral or written, between the parties hereto with
respect to the subject matter hereof, (ii) may not be modified or waived except
pursuant to a written instrument signed by the party to be bound thereby, (iii)
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, (iv) shall be governed by and
construed in accordance with the internal laws of the State of New
York, (v) shall not be assignable by either of the parties hereto without the
written consent of the non-assigning party, (vi) shall, if any term or provision
hereof shall be determined to be unenforceable, remain valid and in full force
and effect with respect to all other provisions of this Agreement not affected
by such unenforceable provision or provisions, (vii) may be executed in one or
more counterparts, each of which, when executed and delivered, shall be deemed
an original, but all of which when taken together, shall constitute one and the
same instrument, and (viii) may be completed by facsimile transmission, which
transmission will be deemed to be an original and considered fully legal and
binding on each of the signatories hereto.
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the year and date first above
written.
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WITNESS:
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TRIMOL
GROUP, INC.
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/s/
Xxxxx Xxxxxxxxxxx
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By:
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/s/ Xxxxx Xxxxxxxxx
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Chairman
of the Board and
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Chief
Executive Officer
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WITNESS:
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ALUMINUM
POWER, INC.
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/s/
Xxxxx Xxxxxxxxxxx
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By:
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/s/ Xxxx Xxxxxxxxx
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President
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