Dated the 23 day of December 2013 samata ventures sdn bhd & clixster sdn bhd (the "Vendor") and CHINA MEDIA GROUP CORPORATION (the "Purchaser") and CLIXSTER MOBILE SDN. BHD. (the "Company") —————————————————————————————— SECOND SUPPLEMENTAL AGREEMENT...
Exhibit 10.1 |
Dated the 23 day of December 2013
xxxxxx ventures sdn bhd & clixster sdn bhd (the "Vendor")
and
CHINA MEDIA GROUP CORPORATION (the "Purchaser")
and
CLIXSTER MOBILE SDN. BHD. (the "Company")
——————————————————————————————
RELATING TO
THE SALE AND PURCHASE OF 63.2% INTEREST
IN
CLIXSTER MOBILE SDN. BHD. —————————————————————————————— |
This Agreement is made on this 23th day of December 2013
BETWEEN
- XXXXXX VENTURES SDN BHD (957297-K) and CLIXSTER SDN BHD (957300-X) the companies incorporated in Malaysia and having its registered office at Xx 0-0-0 Xxxxx 0/00, Xxxxxxx Xxxxxx, Xxx Xxxxx Xxxxxx, 00000 Xxxxx Xxxxxx (jointly referred to as the "Vendor"); and
- CHINA MEDIA GROUP CORPORATION, a company incorporated in Texas, U.S.A. and having its correspondence address in Malaysia at Xx 00, Xxxxx Xxxxxx 00/00, Xxxxxxx Xxxxxxxx Xxxx, Section 13, 40100 Shah Alam, Selangor, Malaysia, Malaysia ("Purchaser"); and
- CLIXSTER MOBILE SDN BHD (982816-U) a company duly incorporated in Malaysia and having its principal place of business at Xx 0 Xxxxx Xxx Xxxxxxxx 0, Xxxxx Xxx Xxxxxxxx 00000 Xxxxx Xxxxxx, Malaysia ("Company" or "Clixster") on the following terms and conditions.
WHEREAS
(a) | The Parties above have entered into a Sale and Purchase Agreement dated October 29, 2013 wherein the Purchaser agreed to purchase from the Vendor the 63.2% equity interests in the Company (the "SP Agreement"). |
(b) | On November 25, 2013 the Parties entered into a supplemental agreement to extend the deadline of closing the agreement to December 23, 2013. |
(c) | The Parties to the agreement wishes to further extend the long stop date in the SP Agreement and to amend this term in the SP Agreement as set out in the terms and conditions of this second supplemental agreement. |
NOW IT IS HEREBY AGREED as follows:
TERMS AND CONDITIONS
- Terms defined in the SP Agreement shall have the same meaning and construction when used in this Agreement, except to the extent that the context requires otherwise.
- The Parties agree that the term of the long stop date of the SP Agreement shall be amended to give effect that the Long Stop date as defined in the SP Agreement shall be January 31, 2014. It is further agreed that the definition of Long Stop Date in Clause 1.1 of the SP Agreement shall be amended from "December 23, 2013" (through the first supplemental agreement dated November 25, 2013) to "January 31, 2014." All other terms and conditions in the SP Agreement remain unchanged.
- This Agreement shall be governed by and construed in accordance with the laws of Malaysia. Clause 1.1 of the SP Agreement shall incorporate amendment in Clause 2 above and the applied to the parties mutates mutandis.
IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.
SIGNED by | ) | |
for and on behalf of | ) | |
Xxxxxx Ventures Sdn. Bhd. | ) | /S/Dato Dr. Ir. Megat Radzman Megat Khariuddin |
) | ||
) | ||
SIGNED by | ) | |
for and on behalf of | ) | |
CLIXSTER SDN. Bhd. | ) | /S/ Noor Azlan Khamis |
) | ||
) | ||
SIGNED by | ) | |
for and on behalf of | ) | |
CHINA MEDIA GROUP CORP | ) | /S/ Mohd Mahyudin Zainal |
) | ||
) | ||
SIGNED by | ) | |
for and on behalf of | ) | |
CLIXSTER MOBILE SDN. BHD. | ) | /S/ Noor Azlan Khamis |
) | ||
) |