First Amendment To Stock Purchase Agreement
EXHIBIT
99.2
First
Amendment To Stock Purchase Agreement
This
First Amendment to Stock Purchase Agreement (“First Amendment”), effective as of
March 5, 2010, amends that certain Stock Purchase Agreement, effective as of
February 9, 2010, (“Agreement”) between China Tel Group, Inc., a Nevada
corporation (“Company”), and Xxxxx Organization, a Canadian corporation
organized under the laws of Ontario (“Purchaser”).
The
following sections of the Agreement 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 53,199,934 Shares (“Original Shares”). In
addition, the Company shall cause to be issued and delivered to the Purchaser,
and the Purchaser agrees to also Purchase, 53,199,934 additional Shares
(“Additional Shares”). The aggregate of the Original Shares and the
Additional Shares total 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”); $10,000,000 paid upon the execution of this First Amendment
(“Second Installment”); $20,000,000 on or before March 31, 2010 (“Third
Installment”); $129,000,000 on or before June 1, 2010 (“Fourth Installment”);
$80,000,000 on or before September 30, 2010 (“Fifth Installment”); and
$80,000,000 on or before December 31, 2010 (“Sixth Installment”).
6.7 Default by the
Purchaser.
The
Purchaser shall not sell, transfer, distribute or otherwise convey more than the
following number of the Amended Purchased Shares prior to the payment to the
Company of each of the following Installments: no Shares prior to the Second
Installment; 3,657,495 Shares prior to the Third Installment; 10,307,487 prior
to the Fourth Installment; 53,199,934 prior to the Fifth Installment; and
70,933,246 prior to the Sixth Installment. If the Purchaser fails to
pay any Installment as required by this First 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: 102,742,374 Shares upon failure to pay the Second
Installment; 96,092,382 Shares upon failure to pay the Third Installment;
53,199,934 upon failure to pay the Fourth Installment; or 35,466,623 upon
failure to pay the Fifth 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 by this First Amendment, all other terms of the Agreement
remain in full force and effect.
This
First Amendment may be executed in one or more counterparts, each of which shall
be deemed to be an original copy of this First 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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XXXXX
ORGAINIZATION
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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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Xxxxxxxx
Xxxxx
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Chief
Executive Officer
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Chief
Executive Officer
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