Amendment 10.01
AMENDMENT NO. 1 TO TERMINATION
AGREEMENT
AMENDMENT made as of the 9th day of July, 2008 by
and between TRIMOL GROUP, INC.,
a Delaware corporation with offices at 1285 Avenue
of the Americas, 35th Floor, New York, New York 10019
(“Trimol” )
and ALUMINUM POWER, INC.,
an Ontario, Canada corporation with offices at 87
Scollard Street, Toronto, Ontario M5R1G4, Canada (
“API” ).
W I T N E S S E T H :
WHEREAS, Trimol and API
are parties to that certain Termination Agreement dated May 30,
2008 (the “Termination
Agreement” ); and
WHEREAS, Trimol has
recently entered into a letter of intent with respect to a proposed
acquisition of certain mining properties owned by three different
sellers (the “Acquisitions” ), all as
more particularly described in such letter of intent (the
“LOI” );
and
WHEREAS, pursuant to
the LOI, if the Acquisitions contemplated by the LOI are
consummated, Trimol has agreed to issue 21,000,000 shares of its
common stock to the sellers in connection therewith; and
WHEREAS, notwithstanding that API caused Royal HTM Group, Ltd. to
forgive $400,000 of Trimol’s indebtedness to it, inasmuch as
API did not have the financial resources to pay $400,000 to Trimol
in consideration of the rights granted to API under the Termination
Agreement, API has agreed to convey to Trimol, as a further
accommodation in connection with the Termination Agreement,
21,000,000 of the shares of Trimol’s common stock owned by it
solely for the purpose of assisting Trimol in meeting its
obligations to deliver such shares to the sellers, as aforesaid,
upon and subject to the consummation of such Acquisitions;
and
WHEREAS, accordingly,
API and Trimol have agreed to amend the Termination Agreement, on
and subject to the terms and conditions set forth
herein.
NOW THEREFORE, in
consideration of the mutual covenants herein and other good and
valuable consideration, the recipient and sufficiency of which are
hereby unconditionally acknowledged, the parties hereto do hereby
agree as follows:
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1.
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Reconveyance of Shares
.
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(a) API
hereby agrees, effective this date, to transfer to Trimol
21,000,000 shares of Trimol’s common stock owned by it
(the “API Shares”
) in consideration of Trimol’s covenant to use
the API Shares solely in connection with its efforts towards
completing the Acquisitions which are the subject of the LOI. API
acknowledges that Trimol has made no representation or
warrant
