AMENDMENT NO. 2 TO AGREEMENT
AMENDMENT
NO. 2 TO AGREEMENT
This
AMENDMENT NO. 2, effective as of this __th
day of
December, 2007, is made to that certain agreement dated January 23, 2007, as
amended by Amendment No. 1 on June 30, 2007 (“Agreement”) by and between Xxxxx
Xxx Shun (Hong Kong Identity Card Number X000000(0)), an individual
(“Xxxxx”),
and
certain purchasers (each an “Investor”
and
together the “Investors”)
of the
Series A Convertible Preferred Stock (the “Series
A Stock”)
of
ASIA TIME CORPORATION (f/k/a SRKP 9, Inc.), a Delaware corporation (the
“Company”),
sold
in that certain private placement (“Private Placement”) conducted by the
Company. Terms not defined in this Amendment shall have such meanings as set
forth in the Agreement.
RECITALS
WHEREAS,
each of the undersigned Investors in the Private Placement and Xxxxx entered
into the Agreement providing the Investors with certain rights to have their
Series A Stock repurchased by Xxxxx under certain circumstances as set forth
in
the Agreement; and
WHEREAS,
each of the undersigned Investors and Xxxxx desire to amend the Agreement as
set
forth below.
NOW
THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree amend the Agreement as
follow:
1.
|
Section
2(d) is added to Section 2, as
follows:
|
Notwithstanding
anything in this Section 2, the 2007 Net Income shall be determined in
accordance with US GAAP as set forth in the Company’s audited financial
statements for the year ending December 31, 2007 except
that
(i) any
and all non-cash charges and expenses related to, or arising out of, the
convertible bonds and warrants sold by the Company to ABN AMRO Bank N.V. in
November 2007 and (ii) any and all charges and expenses related to the Private
Placement of the Series A Stock and the reverse takeover that occurred in
January 2007 shall be added back to US GAAP net income figures for the purposes
of calculating the 2007 Net Income under this Agreement.
2.
|
Section
3(a) of the Agreement is hereby amended and restated as
follows:
|
“Triggering
Event”
means the Common Stock shall fail to be listed for trading on a Trading
Market on or before March 31, 2008.
|
3.
|
Except
as amended herein, the Agreement shall remain in full force and
effect.
|
4. This
Amendment may be executed in any number of facsimile counterparts, each of
which
shall be an original, but which together constitute one and the same instrument.
5. All
the
provisions of “Section 4. Miscellaneous” of the Agreement are herein
incorporated by this reference, including, but not limited to, the sections
regarding governing law.
[SIGNATURE
PAGES TO FOLLOW]
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
XXXXX | ||
|
|
|
By: | /s/ Xxxxx Xxx Xxxx | |
Xxxxx Kai Shun |
||
(Hong
Kong Identity Card Number X000000(0))
|
||
Xxxx 0000-0000, 00/X., XXX Xxxxxx | ||
000 Xxxxxx Xxx Xxx Xxxx, Xxxxxxx, Xxxx Xxxx | ||
Address: | ||
Telephone: | ||
Facsimile: |
[XXXXX
SIGNATURE PAGE]
2
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
INVESTORS | ||
|
|
|
|
||
Address: | ||
Telephone: | ||
Facsimile: |
[INVESTOR
SIGNATURE PAGE]
3