AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT BY AND BETWEEN RICHARD LI AND SHANGHAI CENTURY ACQUISITION CORPORATION Dated: April __, 2008
AMENDMENT
NO. 1 TO STOCK PURCHASE AGREEMENT
BY
AND
BETWEEN
▇▇▇▇▇▇▇
▇▇
AND
Dated:
April __, 2008
AMENDMENT
NO. 1 dated as of April __, 2008 (the “Amendment”) to STOCK PURCHASE AGREEMENT,
dated as of February 20, 2008 (the “Original Agreement”), by and between ▇▇▇▇▇▇▇
▇▇ (the “Seller”) and .Shanghai Century Acquisition Corporation, a company
formed under the laws of the Cayman Islands (the “Buyer”). The Original
Agreement as amended by this Amendment shall be referred to herein as the
(“Agreement”). Capitalized terms used herein without definition shall have the
meanings ascribed thereto in the Original Agreement.
W
I T
N E S S E T H:
WHEREAS,
the Seller and the Buyer have previously entered into the Original Agreement;
and
WHEREAS,
the Company, RAD and Mr. ▇▇▇▇▇ ▇▇ have previously entered the Joint Venture
Agreement dated as of February 20, 2008 (the “Original Joint Venture Agreement”)
providing for the establishment of the Joint Venture; and
WHEREAS,
as of the date hereof, the Company, RAD and ▇▇▇▇▇ ▇▇ have entered into Amendment
No 1 to the Original Joint Venture Agreement substantially in the form attached
hereto as Exhibit A (the “Joint Venture Amendment”); and
WHEREAS,
the Seller and the Buyer wish to amend the Original Agreement on the terms
and
subject to the conditions set forth herein;
NOW,
THEREFORE, in consideration of the premises and the mutual agreements and
covenants hereinafter set forth, the Buyer and the Seller hereby agree as
follows:
SECTION
1.01 Amendments
to the Original Agreement
A. Section
2.2(ii) of the Original Agreement is hereby amended in its entirety as follows:
“(ii) the assumption by the Buyer of all of the Company’s obligations and
responsibilities under the Original Joint Venture Agreement as amended by the
Joint Venture Amendment (the Original Joint Venture Agreement as amended by
the
Joint Venture Amendment shall be referred to as to “Joint Venture Agreement”)
including without limitation, the Company’s obligation to make a capital
contribution to the Joint Venture in the amount and manner set forth in the
Joint Venture Agreement and subject to the terms and conditions of the Joint
Venture Agreement (the “Purchase Price”)”.
B. Section
6.01 of the Original Agreement is hereby amended by adding new subsections
(f),(g) and (h) thereto to read as follows:
“(f)
Joint
Venture Amendment The
Seller has received the duly executed original of the Joint Venture Amendment.
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(g)
Employment
Amendment
The
Seller has received the duly executed Amendment dated as of April 23, 2008
to
the Employment Agreement dated as of February 20, 2008 between ▇▇▇▇▇ ▇▇ and
the
Buyer substantially in the form of Exhibit B hereto (the “Employment
Amendment”)
(h)
Capital
Contribution (i)
The
Seller shall have received written evidence from the Buyer of its ability to
contribute at least US$10,000,000 in cash to the Joint Venture on the Closing
Date and (ii) The Buyer shall not have received on or prior to 12pm EST on
Friday April 25, 2008, written notice from ▇▇▇▇▇ ▇▇ that he and RAD are
unwilling to proceed with the closing of the transactions contemplated by the
Joint Venture Agreement due to the Buyer’s inability to have US$20,000,000 cash
in order to make a further contribution to the Joint Venture on the Closing
Date.
C. Section
6.02(i) of the Original Agreement is hereby amended to add the words “, the duly
executed Employment Amendment” immediately following the words “Exhibit A” in
the third line thereof.
D. Section
6.02 of the Original Agreement is hereby amended by adding new subsections
(m)
and (n) thereto to read as follows:
“(m)
Joint
Venture Amendment The
Buyer
has received the duly executed original of the Joint Venture
Amendment.
(n)
Capital
Contribution
(i) The
Buyer shall have demonstrated to ▇▇▇▇▇ ▇▇ its ability to contribute at least
US$10,000,000 in cash to the Joint Venture on the Closing Date and (ii) The
Buyer shall not have received on or prior to 2pm EST on Friday April 25, 2008,
written notice from ▇▇▇▇▇ ▇▇ that he is unwilling to proceed with the closing
of
the transactions contemplated by the Joint Venture Agreement due to the Buyer’s
inability to have US$20,000,000 in order to make a further contribution to
the
Joint Venture on the Closing Date.
Section
2.01 Miscellaneous
A Effectiveness
This
Amendment shall become effective as of the date first above
written.
B. Continued
Effectiveness of the Original Agreement Except
as
expressly amended herein, all terms and provisions of the Original Agreement
are
and shall continue to be in full force and effect and the parties hereto shall
be entitled to the full benefits thereof.
C. Governing
Law This
Amendment shall be governed by and construed in accordance with the laws of
the
State of New York without giving effect to any principles of conflicts of laws
that would result in the application of the law of any other
jurisdiction.
D. Counterparts
This
Amendment may be executed by the parties hereto in any number of separate
counterparts.
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IN
WITNESS WHEREOF, the Seller and the Buyer have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
▇▇▇▇▇▇▇
▇▇
By:
Name:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇
Title:
Co-Chief Executive Officer
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