Exhibit 10.71
XXXX.XXX
Xxxx Xxx Xxxx, 00X, Xxxxxxxx X
00 Xxxxxxx Xxxx, Xxxxxxx, Xxxxx 000000
By Fax and Hand Delivery:
(000) 0000 0000
January 7, 2003
The Shareholders of MeMeStar Limited
MeMeStar Limited
x/x 0X, 00 Xxxxxxxxx Xxxx
Xxx-Xxxxxx, Xxxx Xxxx
Dear Sirs,
Re: Second Amendment to Share Purchase Agreement
We refer to the Share Purchase Agreement, dated as of January 3,
2003 (as amended as of January 6, 2003), entered into by and among XXXX.XXX,
MeMeStar Limited (the "Company") and the Shareholders of the Company identified
therein (the "Share Purchase Agreement").
a. Section 1.02 of the Share Purchase Agreement shall be amended to
remove and delete the reference to the definition of "for cause".
b. Section 2.05(a) of the Share Purchase Agreement shall be amended
to read as follows:
"(a) Subject to adjustment pursuant to Section 2.06 below, the Purchaser
shall pay to each Management Shareholder 25% of the Deferred Cash
Consideration set forth opposite such Management Shareholder's name on
Exhibit C, on each of the following dates (each a "Payment Date"):
(A) 135 calendar days after the Closing Date;
(B) 270 calendar days after the Closing Date;
(C) 405 calendar days after the Closing Date; and
(D) 540 calendar days after the Closing Date;
provided, however, that if the Management Shareholder has breached its
covenants set forth in Section 6.09 hereof, prior to the last Payment
Date, then such Management Shareholder shall not receive the Deferred Cash
Consideration which would otherwise be payable on the last Payment Date."
c. Section 2.05(c) of the Share Purchase Agreement shall be amended
to read as follows:
"(c) On the first anniversary of the Closing Date, the Purchaser shall
deliver a share certificate to each Management Shareholder representing
the portion of the Deferred Share Consideration set forth opposite such
Management Shareholder's name on Exhibit C."
Please signify your acknowledgement and acceptance of the above
amendments to the Share Purchase Agreement by signing in the designated place
below.
Sincerely,
XXXX.XXX
By: s/ Xxxxxxx Xxxx
---------------
Name: Xxxxxxx Xxxx
Title: Chief Financial Officer
ACKNOWLEDGED AND AGREED:
MEMESTAR LIMITED
By: /s/ Xxxx Xx
-----------
Name: Xxxx Xx
Title: Chairman
DRAGONTECH VENTURES LIMITED
By: /s/ Xxxxx Xxxx
--------------
Name: Xxxxx Xxxx
Title: Authorized Signatory
XXXX-XXXXXXX.XXX CORPORATION
By: /s/ Xxxx Xx
-----------
Name: Xxxx Xx
Title: Chairman
WIN LIGHT LIMITED
By: /s/ Xx Xx
---------
Name: Xx Xx
2
Title: Sole Director
RICHES KEY LIMITED
By: /s/ Li Yi Wen
-------------
Name: Li Yi Wen
Title: Sole Director
PROFIT STAND INVESTMENTS LIMITED
By: /s/ Cai Feng
------------
Name: Cai Feng
Title: Sole Director
EASY UP LIMITED
By: /s/ Xxxx Xxx
------------
Name: Xxxx Xxx
Title: Sole Director
By: /s/ Xxxx Xx
-----------
Xxxx Xx
DRAGONTECH VENTURES MANAGEMENT LIMITED
By: /s/ Xxxxx Xxxx
--------------
Name: Xxxxx Xxxx
Title: Authorized Signatory
Cc: Xxx Xxxxxxx, Esq.
Shearman & Sterling
Fax: (8610) 0000 0000
Xxxxxx Xxxx, Esq.
Xxxxxxxx & Xxxxxxxx
Fax: (000) 0000-0000
3
