Amended and Restated STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 11th, 2008 • China Tel Group Inc • Radiotelephone communications • New York
THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (the “Agreement”), is entered into this 4th day of August, 2008, to be effective as of July 31, 2008 (the “Effective Date”), by and among Asia Special Situation Acquisition Corp., a Cayman Islands corporation (the “Purchaser”); China Tel Group, Inc., a Nevada corporation, formerly known as Mortlock Ventures, Inc. (the “Company”); Trussnet USA, Inc., a Nevada corporation (“Trussnet”); and George Alvarez and the other Persons listed on the signature page as “Company Principal Stockholders.” The Purchaser, the Company, Trussnet and the Company Principal Stockholders are sometimes referred to collectively herein as the “Parties”, and each individually as a “Party”.
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 11th, 2008 • China Tel Group Inc • Radiotelephone communications • New York
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated August 6, 2008, is made and entered into as of the 31st day of July 2008, by and among ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Island corporation ("ASSAC"); CHINA TEL GROUP, INC., a Nevada corporation ("CHTL"); GEORGE ALVAREZ (“Alvarez”); and CHTL ACQUISITION CORP., a Nevada corporation (“Mergerco”). Alvarez and the other Persons listed on Schedule A annexed hereto and made a part hereof who are holders of CHTL Class B Common Stock are hereinafter collectively referred to as the “CHTL Principal Shareholders” and ASSAC, CHTL, the CHTL Principal Shareholders, and Mergerco are hereinafter sometimes collectively referred to as the “Parties.”
PROMISSORY NOTEPromissory Note • August 11th, 2008 • China Tel Group Inc • Radiotelephone communications • New York
FOR VALUE RECEIVED, ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Island corporation (the "Maker"), having an office c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, does hereby promise to CHINA TEL GROUP, INC., a Nevada corporation (the “Payee”) having an office at 8105 Irvine Center Drive, Suite 800, Irvine, CA 92618, or at such other place as Payee may designate in writing, in lawful money of the United States of America, the principal sum of _________________________________________________________ Dollars ($___________) under this promissory note (the “Note”) in accordance with the following terms:
