Exhibit 2.5
THIRD AMENDMENT
TO
MUTUAL WAIVER
AGREEMENT
THIS THIRD AMENDMENT TO MUTUAL WAIVER AGREEMENT
( the “Third Amendment”) is made as of
September 27, 2008 by and among Shenzhen SANS Material Testing
Co., Ltd., Shenzhen SANS Measurement Technique Co., Ltd., Shanghai
SANS Testing Machine Co., Ltd., collectively as one party, and MTS
Systems (China) Co., Ltd. as the other party, and shall be
effective on the same date.
RECITALS
A.
The parties entered into that
certain Mutual Waiver Agreement dated July 31, 2008 (the
“ Waiver Agreement ”), as amended by that
certain Amendment to Mutual Waiver Agreement dated August 29,
2008 (the “ Amendment ”) and that certain Second
Amendment to Mutual Waiver Agreement dated September 26, 2008
(the “ Second Amendment ”), pursuant to which
the parties agreed to mutual extension of time and/or waiver with
regard to the APA;
B.
The parties now wish to further
amend the Waiver Agreement to further clarify the intent of the
parties.
C.
The parties hereby acknowledge and
agree that MTS Systems (Shanghai) Co., Ltd. has changed its name to
MTS Systems (China) Co., Ltd. with the new business license issued
and therefore MTS Systems (China) Co., Ltd. has the full authority
to execute and bind itself to this Third Amendment on behalf of
itself.
NOW, THEREFORE, in consideration of the
foregoing and the mutual promises herein contained, the parties
agree as follows:
AGREEMENT
1.
Fifty Percent Payment
. Subject to the
Purchaser’s obligation to pay fifty percent (50%) of the
Purchase Price ($20,900,000) within three months after
July 31, 2008 as amended in Section 5 of the Second
Amendment, the first paragraph of Section 5(b) shall be
amended as follows:
“on November 3, 2008, or
within
