AMENDMENT TO CONTRIBUTION AGREEMENT
Exhibit (d)(3)
AMENDMENT TO CONTRIBUTION AGREEMENT
THIS AMENDMENT TO CONTRIBUTION AGREEMENT (the “Amendment”) is made as of March 1, 2013, by and between MA Platform, Inc., Tsing Da Century Education Technology Co., Ltd., Xxxxxx Xx, Ji Xxxx Xxxx, Capvent Asia Consumption Co-Investment Fund Ltd, Yun Xxx Xx, Yu Sheng, Kang Chungmai, Xxxxx Xxxx Kung, Xxxx Xxxxxx, Feng Chengxiang and Xx Xx (collectively, the “Contributing Shareholders”), and TEC Merger Sub, a company organized under the laws of the Cayman Islands (the “Company”).
RECITALS
A. The parties hereto entered into a contribution agreement dated as of January 24, 2013 (the “Contribution Agreement”).
B. The parties hereto desire to amend the Contribution Agreement as set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties hereto agree as follows:
1. Amendment to Exhibit A. Exhibit A to the Contribution Agreement is hereby amended in its entirety by Exhibit A hereto
2. Complete Agreement. This Agreement embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter of this Agreement in any way.
3. Counterparts. This Agreement may be executed on separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Any telecopied signature shall be deemed a manually executed and delivered original.
4. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by the Contributing Shareholders, the Company, and their respective successors and assigns and, where applicable, heirs and personal representatives.
5. Choice of Law; Arbitration. This Agreement shall be governed and construed in accordance with the laws of the Cayman Islands without regard to conflicts of laws principles thereof. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator acceptable to the parties to the dispute. The place of arbitration shall be in Hong Kong. English shall be used in the arbitration proceedings.
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6. Amendments and Waivers. No provision of this Agreement may be amended or waived without the prior written consent or agreement of the Contributing Shareholders and the Company.
7. No Third Party Beneficiary. Except for the parties to this Agreement and their respective successors and assigns, nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any person other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.
[Signature page follows]
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IN WITNESS WHEREOF, intending to be legally bound hereby, each of the undersigned has duly executed and delivered this Amendment as of the day and year first above written.
| COMPANY: | ||
| TEC MERGER SUB | ||
| By: | s/ Xxxxx Xxx | |
| Name: Xxxxx Xxx | ||
| Title: Director | ||
| CONTRIBUTING SHAREHOLDERS: | ||
| MA PLATFORM, INC. | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: President | ||
| TSING DA CENTURY EDUCATION TECHNOLOGY CO., LTD. | ||
| By: | /s/ Xxxxx Xxx | |
| Name: Xxxxx Xxx | ||
| Title: Director | ||
| XXXXXX XX | ||
| /s/ Xxxxxx Xx | ||
| JI XXXX XXXX | ||
| /s/ Ji Xxxx Xxxx | ||
| CAPVENT ASIA CONSUMPTION CO-INVESTMENT FUND LTD | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Director | ||
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| YUN XXX XX | ||
| /s/ Yun Xxx Xx | ||
| YU SHENG | ||
| /s/ Yu Xxxxx | ||
| XXXX CHUNGMAI | ||
| /s/ Kang Chungmai | ||
| XXXXX XXXX KUNG | ||
| /s/ Xxxxx Xxxx Kung | ||
| YANG FANBIN | ||
| /s/ Yang Fanbin | ||
| FENG CHENGXIANG | ||
| /s/ Feng Chengxiang | ||
| XX XX | ||
| /s/ Xx Xx | ||
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EXHIBIT A
| Name | Contributed Shares | New Shares | ||||||
| MA Platform, Inc. | 18,251,494 | 18,251,494 | ||||||
| Tsing Da Century Education Technology Co., Ltd. | 11,422,706 | 11,422,706 | ||||||
| Xxxxxx Xx | 2,193,750 | 2,193,750 | ||||||
| Ji Xxxx Xxxx | 1,603,125 | 1,603,125 | ||||||
| Capvent Asia Consumption Co-Investment Fund Ltd | 1,098,103 | 1,098,103 | ||||||
| Yun Xxx Xx | 675,000 | 675,000 | ||||||
| Yu Sheng | 461,625 | 461,625 | ||||||
| Kang Chungmai | 300,000 | 300,000 | ||||||
| Xxxxx Xxxx Kung | 300,000 | 300,000 | ||||||
| Yang Fanbin | 252,125 | 252,125 | ||||||
| Feng Chengxiang | 73,207 | 73,207 | ||||||
| Xx Xx | 55,149 | 55,149 | ||||||
| Total: | 36,686,284 | 36,686,284 | ||||||
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