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SUPPLEMENTAL AGREEMENT

Addendum or Modifications

SUPPLEMENTAL AGREEMENT | Document Parties: 2020 CHINACAP ACQUIRCO, INC | EXCEED COMPANY LTD | HK HAIMA GROUP LIMITED | INVESTMENT GROUP LIMITED | WINDRACE INTERNATIONAL COMPANY LIMITED You are currently viewing:
This Addendum or Modifications involves

2020 CHINACAP ACQUIRCO, INC | EXCEED COMPANY LTD | HK HAIMA GROUP LIMITED | INVESTMENT GROUP LIMITED | WINDRACE INTERNATIONAL COMPANY LIMITED

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Title: SUPPLEMENTAL AGREEMENT
Date: 7/27/2009
Industry: Misc. Financial Services     Sector: Financial

SUPPLEMENTAL AGREEMENT, Parties: 2020 chinacap acquirco  inc , exceed company ltd , hk haima group limited , investment group limited , windrace international company limited
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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


 


 

1


 

 

AGREEMENT

 

DATED 27 JULY  2009

 

PARTIES

 

(1)

THE PERSONS whose names and addresses are set out in the   Schedule (the “ Sellers ”);

 

(2)

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 ”);

 

(3)

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

 

(4)

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 ”).

 

RECITALS

 

(A)

This Agreement is supplemental to a sale and purchaser agreement made amongst the same parties hereto dated 8 May 2009 (the “ Original Agreement ”).

 

(B)

The parties hereto are desirous of amending the Original Agreement in the manner hereinafter appearing with effect from the date hereof.

 

AGREEMENT

 

NOW IT IS HEREBY AGREED as follows:

 

1.

The definition of “Investor Shares” in the Original Agreement is hereby deleted and replaced by the following:

 

 

““ Investor Shares

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;”

 

2.

Clause 4.2 of the Original Agreement is hereby deleted and replaced by the following:

 

 

“4.2

In the event that: -

 

 

2


 

 

 

(a)

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

 

 

(b)

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,

 

 

upon written request of


 
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