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DATED 27 JULY
2009
THE PERSONS
set out in the
Schedule
and
WINDRACE INTERNATIONAL COMPANY
LIMITED
and
EXCEED COMPANY
LTD.
and
2020 CHINACAP ACQUIRCO,
INC.
SUPPLEMENTAL
AGREEMENT
to
AGREEMENT FOR
SALE AND PURCHASE
OF
WINDRACE
INTERNATIONAL
COMPANY LIMITED
Deacons
Solicitors & Notaries
5 th Floor
Alexandra House
18 Chater Road
Central
Hong Kong
www.deaconslaw.com
Fax : 28100431
Tel : 28259211
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THE
PERSONS whose names
and addresses are set out in the Schedule (the
“ Sellers ”);
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WINDRACE
INTERNATIONAL COMPANY LIMITED , a company incorporated under the laws of the
Cayman Islands with limited liability, the registered office of
which is at Cricket Square, Hutchins Drive, PO Box 2681, Grand
Cayman, KY1-1111, Cayman Islands (“ Windrace
”);
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EXCEED
COMPANY LTD. , a
company incorporated under the laws of the BVI with limited
liability, the registered office of which is at PO Box 173,
Kingston Chambers, Road Town, Tortola, BVI (the “
Purchaser ”); and
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2020
CHINACAP ACQUIRCO, INC . , a
company incorporated under the laws of Delaware with limited
liability, the principal place of business of which is at 221
Boston Post Road East, Suite 410, Marlborough, MA 01753
(“ SPAC ”).
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This Agreement
is supplemental to a sale and purchaser agreement made amongst the
same parties hereto dated 8 May 2009 (the “ Original
Agreement ”).
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The parties
hereto are desirous of amending the Original Agreement in the
manner hereinafter appearing with effect from the date
hereof.
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NOW IT IS
HEREBY AGREED as
follows:
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The definition
of “Investor Shares” in the Original Agreement is
hereby deleted and replaced by the following:
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the new
ordinary shares in the capital of the Purchaser which will, subject
to the terms and conditions of this Agreement, on Closing or at any
time within 6 months thereafter be issued in favour of the Third
Party Investor(s) or their respective designated nominee(s)
credited as fully paid;”
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Clause 4.2 of
the Original Agreement is hereby deleted and replaced by the
following:
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Windrace enters
into agreement(s), subject to such terms and conditions to be
agreed by the Purchaser and SPAC, with any third party investor(s)
(“ Third Party Investor(s) ”) in relation to an
equity investment in Windrace for cash consideration (“
Investment Consideration ”) between the date hereof
and Closing; and
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such Third
Party Investor(s) has/have paid to Windrace and/or any other
party(ies) as Windrace may direct the Investment Consideration in
full,
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